PETROLEUM DEVELOPMENT CORP
10-Q, 1997-11-07
DRILLING OIL & GAS WELLS
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                                                      CONFORMED
COPY




                                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 September 30, 1997

                                     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 0-7246

              I.R.S. Employer Identification Number 95-2636730

                      PETROLEUM DEVELOPMENT CORPORATION
                           (A Nevada Corporation)
                            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      

Indicate the number of shares outstanding of each of the issuers
classes of 
common stock, as of the latest practicable date: 10,985,753 shares
of the
Company's Common Stock ($.01 par value) were outstanding as of
September 30,
1997.<PAGE>

             PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES
                                      
                                    INDEX



PART I - FINANCIAL INFORMATION                                  
Page No.

  Item 1.  Financial Statements

          Independent Auditors' Review Report                     
  1

          Condensed Consolidated Balance Sheets -
          September 30, 1997 and December 31, 1996                
  2

          Condensed Consolidated Statements of Operations -
          Three Months and Nine Months Ended 
          September 30, 1997 and 1996                             
  4

          Condensed Consolidated Statements of Cash Flows - Nine 
          Months Ended September 30, 1997 and 1996                
  5

          Notes to Condensed Consolidated Financial Statements    
  6

 Item 2.  Management's Discussion and Analysis of Financial 
          Condition and Results of Operations                     
  8

PART II   OTHER INFORMATION

 Item 1.  Legal Proceedings                                       
 12

 Item 4.  Submission of Matters to a Vote of Security Holders     
 12

 Item 6.  Exhibits and Reports on Form 8-K                        
 12









<PAGE>
                       PART I - FINANCIAL INFORMATION

                     Independent Auditors' Review Report




The Board of Directors
Petroleum Development Corporation:


          We have reviewed the accompanying condensed consolidated
balance 
sheet of Petroleum Development Corporation and subsidiaries as of
September 
30, 1997, and the related condensed consolidated statements of
operations
for the three-month and nine-month periods ended September 30, 1997
and 1996
and the related condensed consolidated statements of cash flows for
the
nine-month periods ended September 30, 1997 and 1996.  These
financial
statements are the responsibility of the Company's management.

          We conducted our review in accordance with standards
established
by the American Institute of Certified Public Accountants.  A
review of 
interim financial information consists principally of applying
analytical 
review procedures to financial data and making inquiries of persons

responsible for financial and accounting matters.  It is
substantially less
in scope than an audit conducted in accordance with generally
accepted 
auditing standards, the objective of which is the expression of an
opinion 
regarding the financial statements taken as a whole.  Accordingly,
we do not
express such an opinion.

          Based on our review, we are not aware of any material
modifications
that should be made to the condensed consolidated financial
statements 
referred to above for them to be in conformity with generally
accepted
accounting principles.

          We have previously audited, in accordance with generally
accepted
auditing standards, the consolidated balance sheet of Petroleum
Development
Corporation and subsidiaries as of December 31, 1996 and the
related 
consolidated statements of operations, retained earnings, and cash
flows for 
the year then ended (not presented herein); and in our report dated
March 13,
1997, we expressed an unqualified opinion on those consolidated
financial 
statements.  In our opinion, the information set forth in the
accompanying
condensed consolidated balance sheet as of December 31, 1996, is
fairly 
presented, in all material respects, in relation to the
consolidated balance
sheet from which it has been derived.



                                                KPMG PEAT MARWICK
LLP




Pittsburgh, Pennsylvania
November 6, 1997
<PAGE>
             PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

                    Condensed Consolidated Balance Sheets
                  September 30, 1997 and December 31, 1996

<TABLE>
<S>                                                <S>            
 <S>


          ASSETS

                                                   1997           
 1996  
                                               (Unaudited)

Current assets:
 Cash and cash equivalents                     $10,302,000    
$20,615,400
 Accounts and notes receivable                   5,001,800      
6,696,000
 Inventories                                       358,100        
567,200
 Prepaid expenses                                1,485,800        
740,900
                                                                  
       
          Total current assets                  17,147,700     
28,619,500



Properties and equipment                        61,407,500     
56,962,000
 Less accumulated depreciation, depletion,
 and amortization                               23,912,100     
22,522,300

                                                37,495,400     
34,439,700

Other assets                                       651,300        
545,000

                                               $55,294,400    
$63,604,200
</TABLE>







                                                                
(Continued)



                                     -2-
<PAGE>
             PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

              Condensed Consolidated Balance Sheets, Continued
                  September 30, 1997 and December 31, 1996

<TABLE>
<S>                                                <S>            
<S>

               LIABILITIES AND
             STOCKHOLDERS' EQUITY
                                                   1997           
1996   
                                               (Unaudited)

Current liabilities:
 Accounts payable and accrued expenses        $ 9,714,600    
$11,715,700 
 Advances for future drilling contracts         6,164,800     
18,397,000 
 Funds held for future distribution             1,127,000        
864,000 

          Total current liabilities            17,006,400     
30,976,700 


Long-term debt                                  3,000,000      
5,320,000 
Other liabilities                               1,310,900      
1,094,200 
Deferred income taxes                           3,515,700      
3,140,800 


Stockholders' equity:
 Common stock                                     109,900        
104,600 
 Additional paid-in capital                     8,582,800      
6,617,300 
 Warrants outstanding                              46,400         
  -    
 Retained earnings                             21,789,900     
16,427,400 
 Unamortized stock award                          (67,600)       
(76,800)

          Total stockholders' equity           30,461,400     
23,072,500 


                                              $55,294,400    
$63,604,200 

</TABLE>





   See accompanying notes to condensed consolidated financial
statements.
                                     -3-
<PAGE>
             PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

               Condensed Consolidated Statements of Operations
           Three and Nine Months ended September 30, 1997 and 1996
                                 (Unaudited)
<TABLE>
       <S>                                     <S>        <S>     
      <S>       <S>
                                             Three Months Ended   
   Nine Months Ended   
                                               September 30,      
    September 30,      
                                            1997         1996     
   1997          1996  

Revenues:
  Oil and gas well drilling operations  $ 5,265,300  $2,991,300 
$24,542,100   $13,723,900
  Oil and gas sales                       7,363,300   7,168,100  
23,712,100    16,132,700
  Well operations and pipeline income     1,111,500   1,017,600   
3,359,600     2,864,700
  Other income                              214,900     140,000   
  666,400       370,700

                                         13,955,000  11,317,000  
52,280,200    33,092,000

Costs and expenses:
  Cost of oil and gas well drilling
   operations                             3,833,500   2,455,100  
19,592,300    11,225,300
  Oil and gas purchases
   and production costs                   6,968,800   6,958,000  
21,685,200    15,042,300
  General and administrative expenses       631,900     651,000   
1,723,400     1,762,900
  Depreciation, depletion, and 
    amortization                            607,400     583,400   
1,827,800     1,790,800
  Interest                                   83,600     106,400   
  288,100       245,800

                                         12,125,200  10,753,900  
45,116,800    30,067,100

       Income before income taxes         1,829,800     563,100   
7,163,400     3,024,900

Income taxes                                376,800     152,600   
1,800,900       674,500


       Net income                       $ 1,453,000  $  410,500  $
5,362,500   $ 2,350,400

Earnings per common and
 common equivalent share                    $  .12       $  .04   
    $  .46       $  .21


</TABLE>
          See accompanying notes to condensed consolidated
financial statements.


                                            -4-
<PAGE>
                    PETROLEUM DEVELOPMENT CORPORATION AND
SUBSIDIARIES

                      CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
                       Nine Months Ended September 30, 1997 and
1996
                                        (Unaudited)
<TABLE>
<S>                                                       <S>     
       <S>   
                                                          1997    
      1996
Cash flows from operating activities:
      Net income                                   $ 5,362,500    
$ 2,350,400 
      Adjustments to net income
       to reconcile to cash used in
       operating activities:
         Deferred federal income taxes                 374,900    
    142,600 
         Depreciation, depletion & amortization      1,827,800    
  1,790,800 
         Leasehold acreage expired or surrendered      100,000    
    130,300 
         Employee compensation paid in stock             9,200    
     14,900 
         Gain on disposal of assets                    (69,500)   
     (9,000)
         Decrease in current assets                  1,158,400    
    347,100 
         Increase in other assets                     (117,200)   
   (196,000)
         Decrease in current liabilities           (13,970,300)   
(10,929,900)
         Increase in other liabilities                 216,700    
    217,500 

               Total adjustments                   (10,470,000)   
 (8,491,700)

               Net cash used in 
                operating activities                (5,107,500)   
 (6,141,300)

Cash flows from investing activities:
      Capital expenditures                          (5,856,900)   
 (5,311,400)
      Proceeds from sale of leases                     882,800    
    444,600 
      Proceeds from sale of other assets                71,000    
      9,000 
      Net cash acquired from 
       purchase of subsidiary                             -       
  1,450,000 
               Net cash used in
               investing activities                 (4,903,100)   
 (3,407,800)

Cash flows from financing activities:
      Proceeds from borrowings                            -       
  4,200,000 
      Proceeds from sale of common stock             2,017,200    
    120,300 
      Purchase of treasury stock                          -       
 (1,000,000)
      Retirement of debt                            (2,320,000)   
 (1,150,000)

               Net cash (used in) provided by
                financing activities                  (302,800)   
  2,170,300 

Net changes in cash and cash equivalents           (10,313,400)   
 (7,378,800)

Cash and cash equivalents, beginning of period      20,615,400    
 10,053,600 
Cash and cash equivalents, end of period           $10,302,000    
$ 2,674,800 
</TABLE>
          See accompanying notes to condensed consolidated
financial statements.
                                            -5-
<PAGE>
                    PETROLEUM DEVELOPMENT CORPORATION AND
SUBSIDIARIES

                   Notes to Condensed Consolidated Financial
Statements
                                    September 30, 1997
                                        (Unaudited)


1.    Accounting Policies

         Reference is hereby made to the Company's Annual Report on
Form 10-K
         for 1996, which contains a summary of major accounting
policies 
         followed by the  Company in the preparation of its
consolidated
         financial statements.  These  policies were also followed
in 
         preparing the quarterly report included herein.

2.    Basis of Presentation

         The Management of the Company 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 nine months ended September 30, 1997
are not
         necessarily indicative of the results to be expected for
the full year.

3.    Oil and Gas Properties

         Oil and Gas Properties are reported on the successful
efforts method.

4.    Common Stock

      On September 15, 1997, the Company consummated a private
offering of 
      Common Stock (the "Private Placement"), pursuant to which it
issued and
      sold 500,000 shares at a price of $4.00 per share, and issued
      warrants for 125,000 shares of Common Stock exercisable
during a 
      two-year period ending September 15, 1999 at an exercise
price of $6.00
      per share, resulting in proceeds to the Company of $2.0
million. 
      No registration rights were granted in connection with the
securities 
      issued in the Private Placement.

5.    Earnings Per Share

         Computation of earnings per common and common equivalent
share are
         as follows for the nine months ended September 30, 1997
and 1996:
<TABLE>
<S>                                    <S>          <S>           
<S>           <S>
                                  Three Months Ended            
Nine Months Ended     
                                      September 30,             
September 30,         
                                     1997         1996           
1997          1996   
Weighted average common
 shares outstanding               11,908,283    11,497,179   
11,785,294     11,367,140

Net income                       $ 1,453,000   $   410,500   $
5,362,500    $ 2,350,400

Earnings per common and
 common equivalent share             $  .12        $  .04        $ 
 .46         $  .21

</TABLE>
                                            -6-
<PAGE>
                    PETROLEUM DEVELOPMENT CORPORATION AND
SUBSIDIARIES

                   Notes to Condensed Consolidated Financial
Statements
                                    September 30, 1997
                                        (Unaudited)

6.    Commitments and Contingencies

         The nature of the independent oil and gas industry
involves a 
         dependence on outside investor drilling capital and
involves a 
         concentration of gas sales to a few customers.  The
Company sells
         natural gas to various public utilities and industrial
customers. 
         One customer, Hope Gas Inc., a regulated public utility,
accounted
         for 13.4 percent of total revenues in the first nine
months of 1997.

7.    Subsequent Event

         On November 3, 1997, The Company completed a transaction
for the 
         public offering of 3,850,000 shares of its common stock,
3,500,000 
         shares of which are being issued and sold by the Company
         and 350,000 shares of which are being sold by certain
stockholders 
         of the Company, at a price to the public of $6.25 per
share.  The
         Company has granted the underwriters a 30-day option to
purchase
         an additional 577,500 shares from the Company to cover
over 
         allotments, if any.  





























                                            -7-
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial
Condition and
         Results of Operations

Results of Operations

Three Months Ended September 30, 1997 Compared With September 30,
1996

         Revenues.  Total revenues for the three months ended
September 30, 
1997 were $14.0 million compared to $11.3 million for the three
months ended
September 30, 1996, an increase of approximately $2.7 million, or
23.9
percent.  Such increase was primarily a result of increased
drilling 
revenues.  Drilling revenues for the three months ended September
30, 1997
were $5.3 million compared to $3.0 million for the three months
ended September 30, 1996, an increase of approximately $2.3
million, or 77.7
percent.  Such increase resulted from higher volumes of drilling
and 
completion activities, due to increased levels of drilling
partnership-related
financing.  Oil and gas sales for the three months ended September
30, 1997
were $7.4 million compared to $7.2 million for the three months
ended
September 30, 1996, an increase of approximately $200,000, or 2.8
percent. 
Such increase was due primarily to natural gas marketing
activities, along
with increased natural gas production offset in part by lower
average sales
prices from the Company's producing properties.  Well operations
and
pipeline income for the three months ended September 30, 1997 were
$1.1 
million compared to $1.0 million for the three months ended
September 30,
1996, an increase of approximately $100,000, or 10.0 percent.  Such
increase resulted from an increase in the number of wells operated
by the 
Company.  Other income for the three months ended September 30,
1997 was
$215,000 compared to $140,000 for the three months ended September
30, 1996, an increase of approximately $75,000, or 53.6 percent. 
Such 
increase resulted from interest earned on higher average cash
balances.

         Costs and expenses.  Costs and expenses for the three
months ended 
September 30, 1997 were $12.1 million compared to $10.8 million for
the 
three months ended September 30, 1996, an increase of approximately
$1.3 million or 12.0 percent.  Oil and gas well drilling operations
costs 
for the three months ended September 30, 1997 were $3.8 million
compared to
$2.5 million for the three months ended September 30, 1996, an
increase of approximately $1.3 million, or 52.0 percent.  Such
increase 
resulted from additional expenses resulting from increased drilling
activity.
 Oil and gas purchases and production costs for the three months
ended
September 30, 1997 remained relatively constant at $6.9 million. 
General 
and administrative expenses for the three months ended September
30, 1997
remained relatively constant at $632,000 compared with $651,000 for
the three months ended September 30, 1996.  

         Net income.  Net income for the three months ended
September 30,
1997 was $1.5 million compared to net income of $400,000 for the
three months
ended September 30, 1996, an increase of approximately $1.1
million, or 275.0 percent.









                                            -8-
<PAGE>

Nine Months Ended September 30, 1997 Compared With September 30,
1996

         Revenues.  Total revenues for the nine months ended
September 30, 
1997 were $52.3 million compared to $33.1 million for the nine
months ended
September 30, 1996, an increase of approximately $19.2 million, or
58.0 
percent.  Such increase was a result of increased drilling revenues
and oil 
and gas sales. Drilling revenues for the nine months ended
September 30, 1997
were  $24.5 million compared to $13.7 million for the nine months
ended 
September 30, 1996, an increase of approximately $10.8 million, or
78.8 
percent. Such increase resulted from higher volumes of drilling and
completion activities, due to increased levels of drilling 
partnership-related financing.  Oil and gas sales for the nine
months ended
September 30, 1997 were $23.7 million compared to $16.1 million for
the nine 
months ended September 30, 1996, an increase of approximately $7.6
million,
or 47.2 percent.  Such increase was due primarily to natural gas
marketing
activities, which accounted for $7.1 million of the increase. 
Increased
natural gas production was offset in part by lower average sales
prices from 
the Company's producing properties.  Well operations and pipeline
income for
the nine months ended September 30, 1997 were $3.4 million compared
to $2.9 
million for the nine months ended September 30, 1996, an increase
of 
approximately $500,000, or 17.2 percent.  Such increase resulted
from an
increase in the number of wells operated by the Company.  Other
income for 
the nine months ended September 30, 1997 was $666,000 compared to
$371,000 
for the nine months ended September 30, 1996, an increase of
approximately $295,000, or 79.5 percent.  Such increase resulted
from 
interest earned on higher average cash balances together with a
gain on the
sale of equipment.

         Costs and expenses.  Costs and expenses for the nine
months ended 
September 30, 1997 were $45.1 million compared to $30.1 million for
the nine 
months ended September 30, 1996, an increase of approximately $15.0
million 
or 49.8 percent.  Oil and gas well drilling operations costs for
the nine
months ended September 30, 1997 were $19.6 million compared to
$11.2 million
for the nine months ended September 30, 1996, an increase of
approximately 
$8.4 million, or 75.0 percent.  Such increase resulted from
additional 
expenses resulting from increased drilling activity.  Oil and gas
purchases
and production costs for the nine months ended September 30, 1997
were $21.7
million compared to $15.0 million for the nine months ended
September 30,
1996, an increase of approximately $6.7 million, or 44.7 percent. 
Such 
increase was due primarily to purchases of natural gas for resale. 
General
and administrative expenses for the nine months ended September 30,
1997
remained relatively constant at $1.7 million.

         Net income.  Net income for the nine months ended
September 30, 
1997 was $5.4 million compared to net income of $2.4 for the nine
months
ended September 30, 1996, an increase of approximately $3.0
million,
or 125.0 percent.












                                            -9-
<PAGE>
Liquidity and Capital Resources

         The Company funds its operations through a combination of
cash flow
from operations, capital raised through drilling partnerships, and
use of the
Company's credit facility.  Operational cash flow is generated by
sales of
natural gas from the Company's well interests, well drilling and
operating 
activities for the Company's investor partners, natural gas
gathering and 
transportation, and natural gas marketing.  Cash payments from 
Company-sponsored partnerships are used to drill and complete wells
for the
partnerships, with operating cash flow accruing to the Company to
the extent
payments exceed drilling costs.  The Company utilizes its revolving
credit arrangement to meet the cash flow requirements of its
operating and
investment activities.

         Sales volumes of natural gas have continued to increase
while natural
gas prices fluctuate monthly.  The Company's natural gas sales
prices are 
subject to increase and decrease based on various market-sensitive
indices.
A major factor in the variability of these indices is the seasonal
variation
of demand for natural gas, which typically peaks during the winter
months. 
The volumes of natural gas sales are expected to continue to
increase as a 
result of continued drilling activities.  The Company utilizes
commodity-based derivative instruments (natural gas futures
contracts traded
on the NYMEX) as hedges to manage a portion of its exposure
to this price volatility.  The futures contracts hedge committed
and 
anticipated natural gas purchases and sales, generally forecasted
to occur 
within a three to twelve-month period.  As of September 30, 1997,
the Company
had futures contracts for the sale of $4.6 million of natural gas. 
While 
these contracts have nominal carrying value, their fair value,
represented by
the estimated amount that would be received upon termination of the
contracts, based on market quotes, was a net loss of $81,400 at
September 30,
1997.  The Company is required to maintain margin deposits
($489,300 as of 
September 30, 1997) with brokers for outstanding futures contracts.

         On March 13, 1997, the Company amended and restated its
bank credit 
agreement with First National Bank of Chicago, which provides a
borrowing
base of $10.0 million, subject to adequate oil and natural gas
reserves.  At
the request of the Company, the bank, as its sole discretion, may
increase the 
borrowing base to $20.0 million.  As of September 30, 1997, the
balance 
available under the line was $7.0 million.  Interest accrues at
prime, with
LIBOR (London Interbank Market Rate) alternatives available at the
discretion
of the Company.  No principal payments are required until the
credit agreement
expires on December 31, 1999.

         The Company closed its first public drilling partnership
of 1997 in 
the second quarter and drilled the wells funded thereby in the
second and
third quarters of 1997.  The Company closed its second public
drilling
partnership of 1997 in September 1997 and plans to drill the wells
funded 
thereby during the remainder of 1997. The Company's first and
second drilling
programs of 1997 closed with funding approximately 62 percent and
152 
percent, respectively, higher than the first and second drilling
programs of 
1996.  The Company expects to close two additional partnerships in
1997. 
Typically, the last partnership closed during each year is the
largest
partnership of the year; the last partnership of 1996 raised $15.3
million. 
The Company generally invests, as its equity contribution to each
drilling 
partnership, an additional sum approximating 20 percent of the
aggregate
subscriptions received for that particular drilling partnership. 
As a 
result, the Company is subject to substantial cash commitments at
the closing
of each drilling partnership.  The funds received from these
programs are
restricted to use in future drilling operations.  No assurance can
be made 
that the Company will continue to receive this level of funding
from these or
future programs.







                                           -10-
<PAGE>
         On September 15 1997, the Company consummated a private
offering of 
Common Stock (the "Private Placement"), pursuant to which it issued
and sold
500,000 shares at a price of $4.00 per share, and issued warrants
for 125,000
shares of Common Stock exercisable during a two-year period ending
September 
15, 1999 at an exercise price of $6.00 per share, resulting in
proceeds to 
the Company of $2.0 million.  No registration rights were granted
in
connection with the securities issued in the Private Placement.

         In September 1997, the Company was notified that it had
submitted a
successful bid for the acquisition of Columbia Gas Transmission
Company's 
Rimersburg natural gas gathering system, located in northern
Pennsylvania. 
If consummated, this transaction would occur in early to mid-1998
and would 
add to the Company's existing natural gas gathering system 207
miles of 
pipeline located in an area contiguous to the Company's
Pennsylvania drilling
operations, at a cost to the Company of $1.4 million.

         On November 3, 1997, the Company completed a transaction
for the
public offering of 3,850,000 shares of its common stock, 3,500,000
shares of
which are being issued and sold by the Company and 350,000 shares
of which 
are being sold by certain stockholders of the Company, at a price
to the
public of $6.25 per share.  The Company has granted the
underwriters a 30-day
option to purchase an additional 577,500 shares from the Company to
cover 
over allotments, if any.  Net proceeds to the Company of
approximately $19.7
million from the sale of common stock will be used primarily to
fund 
development drilling on new and existing properties, potential
acquisition of
producing properties and general corporate purposes, including
working
capital and possible acquisitions of complementary businesses.

         The Company continues to pursue capital investment
opportunities in
producing natural gas properties as well as its plan to participate
in its
sponsored natural gas drilling partnerships, while pursuing
opportunities
for operating improvements and cost efficiencies.  Management
believes that 
the Company has adequate capital to meet its operating
requirements.

New Accounting Standards

         In February 1997, the Financial Accounting Standards Board
issued 
Statement of Financial Accounting Standards ("SFAS") No. 128,
Earnings per 
Share.  SFAS No. 128 supersedes APB Opinion No. 15, Earnings per
Share 
("Opinion No. 15"), and requires the calculation and dual
presentation of 
basic and diluted earnings per share ("EPS"), replacing the
measures of 
primary and fully-diluted EPS as reported under Opinion No. 15. 
SFAS No. 128
is effective for financial statements issued for periods ending
after December
15, 1997, earlier application is not permitted.  Accordingly, EPS
for the 
three- and nine-month periods ended September 30, 1997 and 1996
presented on
the accompanying statements of income are calculated under the
guidance of 
Opinion 15.

         Under SFAS No. 128. basic EPS would have been $0.51 and
$0.22 and
diluted EPS would have been $0.44 and $0.20 per share for the nine
months 
ended September 30, 1997 and 1996, respectively.  Also under SFAS
No. 128,
basic EPS would have been $0.14 and $0.04 and diluted EPS would
have been 
$0.12 and $0.04 per share for the quarters ended September 30, 1997
and 1996,
respectively.

         In June 1997, SFAS No. 130, "Reporting Comprehensive
Income," and
SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related 
Information," were issued.   The Company will adopt these standards
in 1998.

                                           -11-
<PAGE>


                               PART II - OTHER INFORMATION 

Item 1.  Legal Proceedings

             The Company is party to various legal actions in the
normal course 
of business which would not materially affect the Company's
operations. 

Item 4.  Submission of Matters to a Vote of Security Holders

             (a)  An annual meeting of the Registrant's
stockholders was held
                  on July 15, 1997.

             (c)  The following matters were voted upon with the
results as 
                  indicated below:

                  1)  1997 Incentive Stock Option Plan

                      Number of Votes Casted For - 5,809,723
                      Number of Votes Casted Against or Withheld -
628,090
                      Number of Abstentions - 68,771
                      Number of Broker Non-votes - 2,497,465

                  2)  Deferred 1995 Restricted Stock Grant

                      Number of Votes Casted For - 4,872,285
                      Number of Votes Casted Against or Withheld -
721,177
                      Number of Abstentions - 69,381
                      Number of Broker Non-votes - 3,341,206

                  3)  Ratification of Selection of KPMG Peat
Marwick as 
                      Independent Accountants

                      Number of Votes Casted For - 8,919,437
                      Number of Votes Casted Against or Withheld -
60,855
                      Number of Abstentions - 23,757
                      Number of Broker Non-votes - None
             
Item 6.  Exhibits and Reports on Form 8-K

             (a) None.

             (b)  On September 15, 1997 the Registrant filed a Form
8-K (Item
                  5) for a Private Placement of 500,000 shares of
its common
                  stock.




                                           -12-
<PAGE>
                                                              
CONFORMED COPY

                                        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.


                  Petroleum Development Corporation
                         (Registrant)




Date:    November 7, 1997                          /s/ Steven R.
Williams     
                                                       Steven R.
Williams
                                                          President


Date:    November 7, 1997                          /s/ Dale G.
Rettinger      
                                                       Dale G.
Rettinger
                                                       Executive
Vice President
                                                       and
Treasurer


























                                           -13-


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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                      10,302,000
<SECURITIES>                                         0
<RECEIVABLES>                                5,001,800
<ALLOWANCES>                                         0
<INVENTORY>                                    358,100
<CURRENT-ASSETS>                            17,147,700
<PP&E>                                      61,407,500
<DEPRECIATION>                              23,912,100
<TOTAL-ASSETS>                              55,294,400
<CURRENT-LIABILITIES>                       17,006,400
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       109,900
<OTHER-SE>                                  30,351,500
<TOTAL-LIABILITY-AND-EQUITY>                55,294,400
<SALES>                                     48,254,200
<TOTAL-REVENUES>                            52,280,200
<CGS>                                       41,277,500
<TOTAL-COSTS>                               44,828,700
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             288,100
<INCOME-PRETAX>                              7,163,400
<INCOME-TAX>                                 1,800,900
<INCOME-CONTINUING>                          5,362,500
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 5,362,500
<EPS-PRIMARY>                                      .46
<EPS-DILUTED>                                        0
        

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