PDC 1995-D LIMITED PARTNERSHIP
15-15D, 1998-04-16
CRUDE PETROLEUM & NATURAL GAS
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                  UNITED STATES                               OMB APPROVAL     
          SECURITIES AND EXCHANGE COMMISSION       OMB Number:.....3235-0167
                Washington, D.C. 20549             Expires:  November 30, 1995
                                                   Estimated average burden   
                                                   hours per response.....1.50

                      FORM 15


CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                    Commission File Number:   033-70568

PDC 1995-D Limited Partnership 
(Exact name of registrant as specified in its charter)

103 East Main Street, Bridgeport, WV 26330 (304)842-3597
(Address, including zip code, and telephone number, including area code, of
 registrant's principal executive offices)

Limited and General Partnership Interest 
(Title of each class of securities covered by this Form)

N/A 
(Titles of all other classes of securities for which a duty to file reports
 under section 13(a) or 15(d) remains)

      Please place an X in the box(es) to designate the appropriate rule 
provision(s) relied upon to terminate or suspend the duty to file reports:

           Rule 12g-4(a)(1)(i)                     Rule 12h-3(b)(1)(i)         
           Rule 12g-4(a)(1)(ii)                    Rule 12h-3(b)(1)(ii)     X  
           Rule 12-4(a)(2)(i)                      Rule 12h-3(b)(2)(i)         
           Rule 12g-4(a)(2)(ii)                    Rule 12h-3(b)(2)(ii)        
                                                   Rule 15d-6

      Approximate number of holders of record as of the certification or 
notice date:  492

      Pursuant to the requirements of the Securities and Exchange Act of 1934
(Name of registrant as specified in charter) has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.


Date: April 17, 1998         By:  /s/ Dale G. Rettinger,
                                      Dale G. Rettinger
                                     Executive Vice President
                                     Petroleum Development Corporation
                                     Managing General Partner.

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the 
General Rules and Regulations under the Securities Exchange Act of 1934. 
The registrant shall file with the Commission three copies of Form 15, one of
which shall be manually signed.  It my be signed by an officer of the 
registrant, by counsel or by any other duly authorized person.  The name and
title of the person signing the form shall be typed or printed under the
signature.


SEC 2069 (8-93)


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