SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
8-K




CURRENT
REPORT


PURSUANT
TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





November
12, 2008


Date
of report (Date of earliest event reported)




















Petroleum
Development Corporation


Exact
Name of Registrant as Specified in Charter





Nevada
            0-7246
            95-2636730State
      or Other Jurisdiction
              of
      Incorporation
            Commission
              File
      Number
            IRS
      Employer
              Identification
      Number





120
Genesis Boulevard, Bridgeport, WV  26330


Address
of Principal Executive Offices





304-842-3597


Registrant's
telephone number, including area code





Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing


obligation
of the registrant under any of the following provisions (see General Instruction
A.2. below):





[    
      ]
            Written
      communications pursuant to Rule 425 under Securities Act (17 CFR
      230.425)[    
      ]
            Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)[    
      ]
            Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b))[    
      ]
            Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))








No
Change


Former
Name or Former Address, if Changed Since Last Report











Item
1.01.                      Entry
into a Material Definitive Agreement





Item
2.03                      Creation
of a Direct Financial Obligation or an Obligation under an


Off-Balance Sheet Arrangement of a
Registrant





As of
November 12, 2008, Petroleum Development Corporation (the “Company”) entered
into a Fifth Amendment (the “Fifth Amendment”) to its Credit Facility with
JPMorgan Chase Bank, N.A. and BNP Paribas, dated as of November 4, 2005, and
previously amended on August 9, 2007, October 16, 2007, and July 15, 2008 (the
“Credit Facility”).  The Fifth Amendment increases the available
amount from $300 million to $375 million.  The Fifth Amendment also
amends certain covenants, including additional flexibility in the hedging
restrictions and slightly adjusts borrowing spends.





The above
descriptions are qualified entirely by reference to the copy of the Fifth
Amendment, which is attached as Exhibit 10.1 and incorporated by reference
herein.





EXHIBIT
INDEX





Item
9.01.  Financial Statements and Exhibits.





Exhibit
              No.
            
            Description10.l
            
            Fifth
      Amendment to Amended and Restated Credit Agreement dated as of November
      12, 2008, by and among the Company, certain of its subsidiaries, JPMorgan
      Chase Bank, NA, BNP Paribas and various other banks.








SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.








PETROLEUM
DEVELOPMENT CORPORATION





Date:
            November
      19, 2008By:
            /s/
      Richard W. McCulloughRichard
      W. McCulloughCEO
      and President