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
  Date of
report (Date of earliest event reported):  March 7,
2008
  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 No.
  120 Genesis Boulevard,
Bridgeport, WV 26330
  (Address
of Principal Executive Offices)
  Registrant's
telephone number, including area code  304-842-3597
  no
change
  (Former
Name or Former Address, if Changed Since Last Report)
  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))
  
  Item
5.02.  Entry into a Material Definitive Agreement.
 
  On March
7, 2008, the Compensation Committee ("Committee") of the Board of Directors of
Petroleum Development Corporation ("Company") finalized the Long-Term Incentive
Plan grants for 2008 for the Company's current executive officers after a review
of performance and competitive market data.  Additionally, on March 8,
2008 the Board of Directors set the compensation for non-employee members of the
Board of Directors for the Board year commencing on July 1, 2008.
   `The
following table sets forth the previous and new annual compensation levels of
the non-employee directors:
  Board
      Compensation
              Year
              CompensationAnnual
      retainer as director
              2008
                2007
              $55,000
                $55,000Stock
      Compensation
              2008
                2007
              2000
      shares
                2000
      sharesCommittee
      FeesLead
      director
              2008
                2007
              $27,500
                $27,500Executive
      committee
              2008
                2007
              $5,000
                $5,000Audit
      chair
                
                
                Other
      audit
              2008
                2007
                
                2008
                2007
              $22,500
                $22,500
                
                $10,000
                $10,000Compensation
      chair
                
                
                Other
      compensation
              2008
                2007
                
                2008
                2007
              $10,000
                $7,000
                
                $5,000
                $2,500Nominating
      chair
                
                
                Other
      nominating
              2008
                2007
                
                2008
                2007
              $7,500
                $7,500
                
                $2,500
                $2,500Planning
      & finance
                
                
                Other
      planning & finance
              2008
                2007
                
                2008
                2007
              $7,500
                $7,500
                
                $2,500
                $2,500
   
   New stock
compensation for the Board year 2008-2007 is intended to vest  July 1,
2009. In addition, all restricted shares previously granted to Board members
would vest on the earlier of the 2008 annual shareholder meeting or on July 1,
2008. To accommodate such time-based vesting, an amendment to the 2005
Non-Employee Director Restricted Stock Plan will be proposed to the Company’s
shareholders in the proxy for the 2008 annual shareholders meeting.
   The
Committee also determined executive officer awards of restricted stock and
performance shares under the Company's 2004 Long-Term Equity Compensation Plan
("2004 Equity Plan").  Awards under the 2008 Long-Term Incentive
Program include time vesting shares of restricted stock and performance shares,
that may be earned if established performance criteria are
satisfied.  The time-based grants of restricted stock were established
with two types of vesting: five year ratable vesting on January 1 of each year
with first vesting on January 1, 2009, and four year ratable vesting on March 7
of each year with first vesting on March 7, 2009. The five year grant was a
special transition grant provided for retention during the new CEO transition,
expected in 2008 as previously announced.
  Executive
      Officer
              
              Restricted
      Stock vesting Ratably over five years
              
              Restricted
      Stock vesting Ratably over four years
              
              Performance
      SharesSteven
      R. Williams
              
              -------
              
              -------
              
              22,757Richard
      W. McCullough
              
              13,878
              
              5,056
              
              8,290Eric
      R. Stearns
              
              8,921
              
              4,384
              
              7,189Daniel
      W. Amidon
              
              4,956
              
              2,255
              
              3,698Darwin
      L. Stump
              
              -------
              
              1,691
              
              2,773
  The
performance shares may be earned in whole or in part on December 31 of 2010,
2011, and 2012 if the average closing price of the Company's common stock during
the preceding December exceeds a specified price established by the
Committee.
   Performance
      Target for the Performance Period Ending on December 31
of:
              Percentage
      of Award Vested2010
              2011
              2012$80.50
              $90.00
              $101.00
              50%$89.50
              $103.50
              $120.00
              75%$99.00
              $118.50
              $142.50
              100%
  DM3\676642.1
   Other
restrictions and conditions of the awards include:
   ·
              Awards
      may be not sold, transferred, pledged, assigned or otherwise alienated or
      hypothecated, other than by will or by the laws of descent and
      distribution.  Further, awards granted to an executive officer
      will be exercisable during his lifetime only by such executive or the
      executive's legal representative.
  ·
              Performance
      shares not earned at December 31, 2012 will be
  forfeited.
  ·
              Executives
      will not have voting rights for non-vested restricted stock or for
      unearned performance shares.
  ·
              Executives
      will not be entitled to receive dividends for restricted stock that has
      not vested or for performance shares that have not been
      earned.
  ·
              Vesting
      of any unvested restricted stock will be accelerated in the event of
      termination of employment resulting from the death or disability of the
      executive; performance shares will be accelerated in accordance with the
      terms of the program.
  ·
              Termination
      of employment for any reason other than death, disability, by the Company
      for a reason other than cause or by the executive for good reason will
      result in termination of the right of the executive to any remaining
      rights to unvested shares of restricted stock or unearned performance
      shares.
  ·
              In
      the event of a "Change in Control" as defined in the
  plan:
  o
              In
      the event of a change in control of the Company triggered by the sale of
      shares, the sales price of a share in the subject change in control will
      be the share price for purposes of this section;
  and
  o
              In
      the event of a change of control triggered by an event other than the sale
      of shares, the share price for purposes of this section will be determined
      in good faith by the Committee, in its sole
  discretion.
   Lastly,
the Committee determined the 2008 compensation of Darwin Stump, Chief Accounting
Officer, as base salary of $227,500 (effective January 1, 2008), with a maximum
annual bonus of 100% of base salary. The entire bonus amount will be
discretionary to the Committee and not based on specific metrics. In addition
Mr. Stump received the long term restricted stock awards noted
above.
    
   
  Item
9.01.  Financial Statements and Exhibits.
 
 (d)  Exhibits.
 
 10.1           Petroleum
Development Corporation 2008 Long-Term Incentive Program
 
  
   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 13,
2008
  By
              /s/ Steven R. WilliamsSteven
      R. WilliamsChief
      Executive Officer