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





March 4,
2010


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





1775
Sherman Street, Suite 3000, Denver, CO 80203


Address
of Principal Executive Offices





303-860-5800


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
7.01.                      Regulation
FD Disclosure


Item
2.02.                      Results
of Operations and Financial Conditions





The
following information is furnished pursuant to both Item 7.01 and
2.02.





On March
4, 2010, Petroleum Development Corporation reported its 2009 fourth quarter and
year-end results.  A copy of the news release is attached by reference
as Exhibit 99.1.





Information
included in this report, and in Exhibit 99.1, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (The
Exchange Act), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in the filing.





The press
release furnished as an exhibit to this report includes forward-looking
statements within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934.  Such forward-looking statements are subject to
certain risks and uncertainties, as disclosed by the Company from time to time
in its filings with the Securities and Exchange Commission.  As a
result of these factors, the Company’s actual results may differ materially from
those indicated or implied by such forward-looking statements.  Except
as required by law, we disclaim any obligation to publicly update or revise
forward looking statements after the date of this report to conform them to
actual results.





EXHIBIT
INDEX




Item
9.01.                        Financial
Statements and Exhibits.





Exhibit
              No.
            
            Description99.1
            
            PRESS
      RELEASE:
              PETROLEUM
      DEVELOPMENT CORPORATION ANNOUNCES 2009 FOURTH QUARTER AND YEAR-END
      RESULTS; 2009 RESULTS IN LINE WITH GUIDANCE; ANNUAL PRODUCTION
      INCREASED BY 12%; SIGNIFICANT OPERATING COST REDUCTIONS; IMPROVEMENT IN
      LEVERAGE AND LIQUIDITY MEASURES





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:
            March
      4, 2010By:
            /s/
      Richard W. McCulloughRichard
      W. McCulloughChairman
      and CEO