PDC 1997-D LTD PARTNERSHIP
10-Q, 2000-07-27
DRILLING OIL & GAS WELLS
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                                                      CONFORMED COPY





                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q



           [X] Quarterly Report Pursuant to Section 13 or 15(d) of
                    the Securities and Exchange Act of 1934
                      For the period ended June 30, 2000

                                      or

           [ ] Transition Report Pursuant to Section 13 of 15(d) of
                   the Securities and Exchange Act of  1934
               For the transition period from         to




                      Commission file number 033-63635-08

               I.R.S. Employer Identification Number 55-0751154

                        PDC 1997-D LIMITED PARTNERSHIP

                     (A West Virginia Limited Partnership)
                             103 East Main Street
                             Bridgeport, WV 26330
                           Telephone: (304) 842-6256

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes     XX       No


                        PDC 1997-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)


                                     INDEX



PART I - FINANCIAL INFORMATION                                    Page No.

  Item 1.  Financial Statements

           Balance Sheets - June 30, 2000 and December 31, 1999        1

           Statements of Operations -
            Three and Six Months Ended June 30, 2000 and 1999          2

           Statement of Partners' Equity -
            Six Months Ended June 30, 2000 and 1999                    3

           Statements of Cash Flows-
            Six Months Ended June 30, 2000                             4

           Notes to Financial Statements                               5

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                         6

PART II    OTHER INFORMATION

  Item 1.  Legal Proceedings                                           8

  Item 6.  Exhibits and Reports on Form 8-K                            8













                        PDC 1997-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                                Balance Sheets

                      June 30, 2000 and December 31, 1999

<TABLE>
<C>                                                  <C>                <C>


  Assets
                                                   2000                1999
                                                (Unaudited)

Current assets:
  Cash                                          $     3,305     $     2,542
  Accounts receivable - oil and gas revenues        218,199         225,695
           Total current assets                     221,504         228,237

Oil and gas properties, successful
  efforts method                                  7,601,900       7,601,900
      Less accumulated depreciation, depletion,
        and amortization                          2,223,042       1,958,866
                                                  5,378,858       5,643,034

                                                $ 5,600,362     $ 5,871,271

      Current Liabilities and Partners' Equity

Current liabilities:
      Accrued expenses                          $    26,146     $    38,755
                    Total current liabilities        26,146          38,755


Partners' Equity                                  5,574,216       5,832,516

                                                $ 5,600,362     $ 5,871,271
</TABLE>
See accompanying notes to financial statements.










                                      -1-

                            PDC 1997-D LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)

                               Statements of Operations

               Three months and Six Months ended June 30, 2000 and 1999
                                      (Unaudited)
<TABLE>
<C>                                          <C>          <C>          <C>          <C>

                                             Three Months Ended        Six Months Ended
                                                  June 30,                 June 30,
                                            2000         1999          2000         1999


Revenues:
  Sales of oil and gas                   $ 367,455  $  323,542     $ 769,751    $ 692,740
  Interest                                   3,120       1,397         3,120        2,646
                                           370,575     324,939       772,871      695,386

Expenses:
  Lifting cost                             195,417     172,530       376,129      385,699
  Direct administrative cost                 2,356          97         2,356          142
  Depreciation, depletion,
   and amortization                        130,065     208,680       264,176      377,288
                                           327,838     381,307       642,661      763,129

     Net income (loss)                   $  42,737   $ (56,368)    $ 130,210    $ (67,743)

     Net income (loss) per limited
      and additional
      general partner unit               $      45   $     (49)    $     136    $     (59)

</TABLE>
See accompanying notes to financial statements.

















                                            -2-

                              PDC 1997-D LIMITED PARTNERSHIP
                           (A West Virginia Limited Partnership)

                               Statement of Partners' Equity

                              Six months ended June 30, 2000
                                        (Unaudited)

<TABLE>
<C>                                   <C>             <C>                   <C>



                                    Limited and
                                    additional       Managing
                                    general partners general partner     Total

Balance, December 31, 1999            $4,591,737     $1,240,779       $5,832,516

Net income                               104,169         26,041          130,210
Distributions to partners               (310,809)       (77,701)        (388,510)

          Balance, June 30, 2000      $4,385,097     $1,189,119      $ 5,574,216
</TABLE>

See accompanying notes to financial statements.



























                                            -3-

                              PDC 1997-D LIMITED PARTNERSHIP
                           (A West Virginia Limited Partnership)

                                 Statements of Cash Flows

                          Six months ended June 30, 2000 and 1999
                                        (Unaudited)
<TABLE>
<C>                                                      <C>              <C>

                                                         2000            1999

Cash flows from operating activities:
      Net income (loss)                               $130,210        $(67,743)
      Adjustments to reconcile
       net income (loss) to net cash provided from
        operating activities:
          Depreciation, depletion,
           and amortization                            264,176         377,288
          Changes in operating assets
           and liabilities:
           Decrease in accounts
           receivable - oil and gas revenues             7,496          28,850
           Decrease in accrued expenses                (12,609)         (4,002)
              Net cash provided from
               operating activities                    389,273         334,393

Cash flows from financing activities:
      Distributions to Partners                       (388,510)       (335,892)
               Net cash used by
                financing activities                  (388,510)       (335,892)

Net change in cash                                         763          (1,499)
Cash at beginning of period                              2,542           1,900
Cash at end of period                                $   3,305       $     401

</TABLE>
See accompanying notes to financial statements.
















                                            -4-
                      PDC 1997-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                      Notes to Financial Statements
                                (Unaudited)



1.     Accounting Policies

       Reference is hereby made to the Partnership's Annual Report on Form
       10-K for 1999, which contains a summary of significant accounting
       policies followed by the Partnership in the preparation of its
       financial statements.  These policies were also followed in preparing
       the quarterly report included herein.

2.     Basis of Presentation

       The Management of the Partnership believes that all adjustments
       (consisting of only normal recurring accruals) necessary to a fair
       statement of the results of such periods have been made.  The results
       of operations for the six months ended June 30, 2000 are not
       necessarily indicative of the results to be expected for the full
       year.

3.     Oil and Gas Properties

       The Partnership follows the successful efforts method of accounting
       for the cost of exploring for and developing oil and gas reserves.
       Under this method, costs of development wells, including equipment
       and intangible drilling costs related to both producing wells and
       developmental dry holes, and successful exploratory wells are
       capitalized and amortized on an annual basis to operations by the
       units-of-production method using estimated proved developed reserves
       determined at year end by an independent petroleum engineer.  If a
       determination is made that an exploratory well has not discovered
       economically producible reserves, then its costs are expensed as dry
       hole costs.














                                    -5-

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations

       Liquidity and Capital Resources

           The Partnership was funded with initial Limited and Additional
       General Partner contributions of $18,519,579 and the Managing General
       Partner contributed $4,028,009 in accordance with the Agreement.
       Syndication and management fee costs of $2,407,545 were incurred
       leaving available capital of $20,140,043 for Partnership activities.

           The Partnership began exploration and development activities
       subsequent to the funding of the Partnership and completed well
       drilling activities by March 31, 1998.  One hundred and one wells
       have been drilled, of which ninety-four have been completed as
       producing wells.

           Operations will be conducted with available funds and revenues
       generated from oil and gas activities.  No bank borrowings are
       anticipated.

           The Partnership had net working capital at June 30, 2000 of
       $195,358.

           The Partnership's revenues from oil and gas will be affected by
       changes in prices.  As a result of changes in federal regulations,
       gas prices are highly dependent on the balance between supply and
       demand.  The Partnership's gas sales prices are subject to increase
       and decrease based on various market sensitive indices.

       Results of Operations

       Three Months Ended June 30, 2000 Compared with 1999

           Natural gas sales increased approximately 13.6% during the second
       quarter of 2000 compared with the same period in 1999 primarily due
       to higher average sales prices offset in part by lower sales volumes.
       While the Partnership experienced a modest net income, depreciation,
       depletion and amortization is a non-cash expense and therefore the
       Partnership distributed $180,574 to the partners during the second
       quarter of 2000.

       Six Months Ended June 30, 2000 Compared with 1999

           Natural gas sales increased approximately 11.1% during the first
       six months of 2000 compared with the same period in 1999 primarily
       due to higher average sales prices offset in part by lower sales
       volumes.  While the Partnership experienced a modest net income,
       depreciation, depletion, and amortization is a non-cash expense and
       therefore the Partnership distributed $388,510 to the partners during
       the first six months of 2000.

                                    -6-

       Year 2000 Issue

           PDC, who administers all aspects of the Partnership, experienced
       no known disruptions as a result of the year date change and intends
       to continue monitoring its critical systems at various other date
       changes during the Year 2000.

           PDC's expenditures for addressing Year 2000 issues were not
       material, nor does the Company expect to incur any significant costs
       addressing Year 2000 issues in the future.










































                                    -7-

                                                           CONFORMED COPY

                       PART II - OTHER INFORMATION


Item 1.    Legal Proceedings

       None.

Item 6.  Exhibits and Reports on Form 8-K

       (a) None.

       (b) No reports on Form 8-K have been filed during the quarter ended
           June 30, 2000.



                                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 thereunto duly authorized.


                                          PDC 1997-D Limited Partnership
                                                  (Registrant)

                                          By its Managing General Partner
                                          Petroleum Development Corporation




Date:  July 27, 2000                        /s/ Steven R. Williams
                                                Steven R. Williams
                                                   President


Date:  July 27, 2000                        /s/ Dale G. Rettinger
                                                Dale G. Rettinger
                                             Executive Vice President
                                                 and Treasurer





                                    -8-



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