PETROLEUM DEVELOPMENT CORP
10-Q, 1998-08-07
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 June 30, 1998

                                      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: 15,510,762 shares of the 
Company's Common Stock ($.01 par value) were outstanding as of June 30, 1998.<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 -
          June 30, 1998 and December 31, 1997                          2

          Condensed Consolidated Statements of Income -
          Three Months and Six Months Ended June 30, 1998 and 1997     4

          Condensed Consolidated Statements of Cash Flows - Six
          Months Ended June 30, 1998 and 1997                          5

          Notes to Condensed Consolidated Financial Statements         6

 Item 2.  Management's Discussion and Analysis of Financial 
          Condition and Results of Operations                          7

PART II   OTHER INFORMATION

 Item 1.  Legal Proceedings                                           11

 Item 6.  Exhibits and Reports on Form 8-K                            11










<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 June 30, 
1998, and the related condensed consolidated statements of income for the 
three-month and six-month periods ended June 30, 1998 and 1997 and
the related condensed consolidated statements of cash flows for the six-month
periods ended June 30, 1998 and 1997.  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, 1997 and the related 
consolidated statements of income, stockholders' equity, and cash flows for
the year then ended (not presented herein); and in our report dated March 5,
1998, 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, 1997, 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
August 5, 1998

<PAGE>
              PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

                     Condensed Consolidated Balance Sheets
                      June 30, 1998 and December 31, 1997



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

                                                     1998             1997  
                                                 (Unaudited)

Current assets:
 Cash and cash equivalents                       $23,621,500     $46,561,000
 Accounts and notes receivable                     6,563,600       4,923,400
 Inventories                                         395,600         297,900
 Prepaid expenses                                  1,645,600       2,076,500

          Total current assets                    32,226,300      53,858,800



Properties and equipment                          77,129,800      67,792,200
 Less accumulated depreciation, depletion,
 and amortization                                 25,759,100      24,222,900

                                                  51,370,700      43,569,300

Other assets                                       1,194,500         983,500

                                                 $84,791,500     $98,411,600

</TABLE>






                                                                   (Continued)




                                      -2-
<PAGE>
              PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

               Condensed Consolidated Balance Sheets, Continued
                      June 30, 1998 and December 31, 1997

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

               LIABILITIES AND
             STOCKHOLDERS' EQUITY
                                                     1998            1997   
                                                 (Unaudited)

Current liabilities:
 Accounts payable and accrued expenses          $11,607,200     $12,424,300 
 Advances for future drilling contracts           6,005,500      23,291,600 
 Funds held for future distribution               1,257,600       1,659,700 

          Total current liabilities              18,870,300      37,375,600 


Other liabilities                                 2,208,600       1,684,000 
Deferred income taxes                             3,419,300       3,585,900 


Stockholders' equity:
 Common stock                                       155,100         152,500 
 Additional paid-in capital                      31,615,000      31,617,600 
 Warrants outstanding                                46,300          46,300 
 Retained earnings                               28,535,300      24,014,200 
 Unamortized stock award                            (58,400)        (64,500)

          Total stockholders' equity             60,293,300      55,766,100 


                                                $84,791,500     $98,411,600 

</TABLE>





    See accompanying notes to condensed consolidated financial statements.

                                      -3-<PAGE>
              PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

                  Condensed Consolidated Statements of Income
               Three and Six Months ended June 30, 1998 and 1997
                                  (Unaudited)
<TABLE>
       <C>                                     <C>          <C>            <C>      <C>                                            
                                               Three Months Ended         Six Months Ended   
                                                 June 30,                 June 30,           
                                             1998          1997         1998           1997  

Revenues:
  Oil and gas well drilling operations   $ 8,209,200  $ 6,015,700   $23,698,400  $19,276,800 
  Oil and gas sales                        9,392,500    7,581,300    17,432,500   16,348,800 
  Well operations and pipeline income      1,079,700    1,117,500     2,146,500    2,248,100 
  Other income                               480,200      202,900     1,131,600      451,500 

                                          19,161,600   14,917,400    44,409,000   38,325,200 

Costs and expenses:
  Cost of oil and gas well drilling
   operations                              7,085,800    4,439,400    20,076,200   15,758,800 
  Oil and gas purchases
   and production costs                    8,429,100    7,155,400    15,883,500   14,716,400 
  General and administrative expenses        611,000      592,900     1,051,100    1,091,500 
  Depreciation, depletion, and 
    amortization                             813,600      610,200     1,572,100    1,220,400 
  Interest                                      -         101,900          -         204,500 

                                          16,939,500   12,899,800    38,582,900   32,991,600 

       Income before income taxes          2,222,100    2,017,600     5,826,100    5,333,600 

Income taxes                                 497,700      611,700     1,305,000    1,424,100 


       Net income                        $ 1,724,400  $ 1,405,900   $ 4,521,100  $ 3,909,500 

Basic earnings per common share              $  .11        $  .13        $  .29       $  .37

Diluted earnings per common and
 common equivalent share                     $  .11        $  .12        $  .28       $  .33

</TABLE>

      See accompanying notes to condensed consolidated financial statements.


                                             -4-
<PAGE>
                     PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

                       Condensed Consolidated Statements of Cash Flows
                           Six Months Ended June 30, 1998 and 1997
                                         (Unaudited)
<TABLE>
<C>                                                         <C>              <C>
                                                            1998           1997
Cash flows from operating activities:
      Net income                                     $ 4,521,100       3,909,500 
      Adjustments to net income
       to reconcile to cash used in
       operating activities:
         Deferred federal income taxes                  (166,600)        279,100 
         Depreciation, depletion & amortization        1,572,100       1,220,400 
         Leasehold acreage expired or surrendered         84,500         120,000 
         Employee compensation paid in stock               6,100           6,100 
         Gain on disposal of assets                      (36,800)        (58,800)
         (Increase) decrease in current assets        (1,307,000)      2,065,800 
         Increase in other assets                       (221,700)        (54,700)
         Decrease in current liabilities             (18,505,300)    (16,264,200)
         Increase in other liabilities                   524,600         148,300 

               Total adjustments                     (18,050,100)    (12,538,000)

               Net cash used in operating activities (13,529,000)     (8,628,500)

Cash flows from investing activities:
      Capital expenditures                           (10,215,900)     (2,711,500)
      Proceeds from sale of leases                       758,600         729,000 
      Proceeds from sale of other assets                  46,800          60,300 
               Net cash (used in) provided by 
                investing activities                  (9,410,500)     (1,922,200)

Cash flows from financing activities:
      Proceeds from sale of common stock                    -             21,900 
      Retirement of debt                                    -         (1,625,000)

               Net cash used in financing activities        -         (1,603,100)

Net changes in cash and cash equivalents             (22,939,500)    (12,153,800)

Cash and cash equivalents, beginning of period        46,561,000      20,615,400 
Cash and cash equivalents, end of period            $ 23,621,500     $ 8,461,600 


</TABLE>







     See accompanying notes to condensed consolidated financial statements.

                                             -5-

<PAGE>
                     PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

                    Notes to Condensed Consolidated Financial Statements
                                        June 30, 1998
                                         (Unaudited)


1.    Accounting Policies

         Reference is hereby made to the Company's Annual Report on Form 
         10-K for 1997, 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 six months ended June 30, 1998 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.    Earnings Per Share

      Computation of earnings per common and common equivalent share are as
      follows for the six months ended June 30, 1998 and 1997:
<TABLE>
<C>                                    <C>            <C>             <C>           <C>
                                    Three Months Ended              Six Months Ended     
                                           June 30,                     June 30,         
                                      1998          1997             1998         1997   
Weighted average common
 shares outstanding                15,510,762     10,485,753      15,500,513   10,482,625

Weighted average common and
 common equivalent shares outstanding16,406,990   11,699,595      16,395,395   11,696,467

Net income                        $ 1,724,400    $ 1,405,900     $ 4,521,100 $ 3,909,500 

Basic earnings per common share       $  .11        $  .13            $  .29      $  .37

Diluted earnings per common and
 common equivalent share              $  .11        $  .12            $  .28      $  .33 
</TABLE>
5.    Acquisitions

      On June 12, 1998 the Company purchased for $3.1 million a majority 
      interest in the assets of Pemco Gas, Inc., a Pennsylvania producing
      company.  The assets include 122 natural gas wells, 2,700 undeveloped 
      acres, gathering systems, natural gas compressors and other facilities.
      The Company estimates that its interest includes 4.7 Bcf of natural gas
      reserves.  The Company utilized capital received from its Public Stock 
      Offering to fund this purchase.



                                            -6- 
<PAGE>

6.       Commitments and Contingencies

         The nature of the independent oil and gas industry involves a 
         dependence on outside investor drilling capital and involves a
         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 7.7% of total revenues in the first six months of 1998.

         Substantially all of the Company's drilling programs contain a 
         repurchase provision where Investors may tender their partnership 
         units for repurchase at any time beginning with the third 
         anniversary of the first cash distribution.  The provision provides
         that the Company is obligated to purchase an aggregate of 10% of the
         initial subscriptions per calendar year (at a minimum price of three
         times the most recent 12 months' cash distributions), only if such 
         units are tendered, subject to the Company's financial ability to do
         so.  The maximum annual 10% repurchase obligation, if tendered by 
         the investors, is currently approximately $1.0 million.  The Company
         has adequate capital to meet this obligation.

         The Company is not party to any legal action that would materially 
         affect the Company's results of operations or financial condition.

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

Results of Operations

Three Months Ended June 30, 1998 Compared With June 30, 1997

         Revenues.  Total revenues for the three months ended June 30, 1998 
were $19.2 million compared to $14.9 million for the three months ended June
30, 1997, an increase of approximately $4.3 million, or 28.9 percent.  Such
increase was primarily a result of increased drilling revenues and oil and 
gas sales.  Drilling revenues for the three months ended June 30, 1998 were
$8.2 million compared to $6.0 million for the three months ended June 30, 
1997, an increase of approximately $2.2 million, or 36.7 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 June 30, 1998 were $9.4 million compared
to $7.6 million for the three months ended June 30, 1997, an increase of 
approximately $1.8 million, or 23.7 percent.  Such increase was due primarily
to the natural gas marketing activities of Riley Natural Gas (RNG), the 
Company's marketing subsidiary, along with increased production from the
Company's producing properties.  Well operations and pipeline income for the
three months ended June 30, 1998 remained relatively constant at 
approximately $1.1 million.  Other income for the three months ended June 
30, 1998 was $480,000 compared to $203,000 for the three months ended June 
30, 1997, an increase of approximately $277,000, or 136.5 percent.  Such 
increase resulted from interest earned on higher average cash balances.


         Costs and expenses.  Costs and expenses for the three months ended 
June 30, 1998 were $16.9 million compared to $12.9 million for the three 
months ended June 30, 1997, an increase of approximately $4.0 million or 31.0
percent.  Oil and gas well drilling operations costs for the three months 
ended June 30, 1998 were $7.1 million compared to $4.4 million for the three
months ended June 30, 1997, an increase of approximately $2.7 million, or 
61.4 percent.  Such increase resulted from additional expenses resulting 
from the increased drilling activity.  Oil and gas purchases and production 
costs for the three months ended June 30, 1998 were $8.4 million compared to
$7.2 million for the three months ended June 30, 1997, an increase of 
approximately $1.2 million or 16.7 percent.  Such increase was due primarily
to natural gas purchases by RNG for resale.  General and administrative 
expenses for the three months ended June 30, 1998 increased to $611,000 
compared with $593,000 for the three months ended June 30, 1997.  
Depreciation, depletion, and amortization costs for the three months ended 
June 30, 1998 were $814,000 compared to $610,000 for the three months ended 
June 30, 1997, an increase of $204,000 or 33.4 percent.  Such increase was 
due to the increased amount of investment in oil and gas properties owned by
the Company.  Interest costs were eliminated after the Company extinguished 
the balance on its bank credit line in November 1997.

                                            - 7 -<PAGE>
         Net income.  Net income for the three months ended June 30, 1998 was 
$1.7 million compared to a net income of $1.4 million for the three months 
ended June 30, 1997, an increase of approximately $300,000 or 21.4 percent.


Six Months Ended June 30, 1998 Compared with June 30, 1997

         Revenues.  Total revenues for the six months ended June 30, 1998 
were $44.4 million compared to $38.3 million for the six months ended June 
30, 1997, an increase of approximately $6.1 million, or 15.9 percent.  Such
increase was primarily a result of increased drilling revenues and oil and 
gas sales.  Drilling revenues for the six months ended June 30, 1998 were 
$23.7 million compared to $19.3 million for the six months ended June 30, 
1997, an increase of approximately $4.4 million, or 22.8 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 six months ended June 30, 1998 were $17.4 million 
compared to $16.3 million for the six months ended June 30, 1997, an increase of
approximately $1.1 million, or 6.7 percent.  Such increase was due primarily to 
the natural gas marketing activities of RNG, along with increased production 
from the Company's producing properties offset in part by lower average sales
prices from the Company's producing properties and lower volumes of gas 
purchased for resale.  Well operations and pipeline income for the six months
ended June 30 1998 remained relatively constant at approximately $2.2 
million.  Other income for the six months ended June 30, 1998 was $1.1 
million compared to $451,000 for the six months ended June 30, 1997, an 
increase of approximately $649,000, or 143.9 percent.  Such increase 
resulted from interest earned on higher average cash balances.

         Costs and expenses.  Costs and expenses for the six months ended 
June 30, 1998 were $38.6 million compared to $33.0 million for the six 
months ended June 30, 1997, an increase of approximately $5.6 million or 17.0
percent.  Oil and gas well drilling operations costs for the six months ended
June 30, 1998 were $20.1 million compared to $15.8 million for the six months
ended June 30, 1997, an increase of approximately $4.3 million, or 27.2 
percent.  Such increase resulted from additional expenses resulting from the
increased drilling activity.  Oil and gas purchases and production costs for
the six months ended June 30, 1998 were $15.9 million compared to $14.7 
million for the six months ended June 30, 1997, an increase of approximately 
$1.2 million, or 8.2 percent.  Such increase was due primarily to natural gas
marketing activities of RNG offset in part by lower volumes of gas purchased 
for resale by the Company.  General and administrative expenses for the six 
months ended June 30, 1998 remained relatively constant at approximately
$1.1 million.  Depreciation, depletion, and amortization costs for the six 
months ended June 30, 1998 were $1.6 million compared to $1.2 million for the
six months ended June 30, 1997, an increase of approximately $400,000 or 33.3
percent.  Such increase was due to the increased amount of investment in oil 
and gas properties owned by the Company.  Interest costs were eliminated 
after the Company extinguished the balance on its bank credit line in 
November 1997.

         Net income.  Net income for the six months ended June 30, 1998 was 
$4.5 million compared to a net income of $3.9 million for the six months 
ended June 30, 1997, an increase of approximately $600,000 or 15.4 percent.

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, if needed, to meet the cash flow requirements of its operating
and investment activities.







                                            - 8 -
<PAGE>
         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 and additional 
investment by the Company in oil and gas properties.  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.  

         The Company has a 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, at its sole discretion, may increase the borrowing base to $20.0 
million.  As of June 30, 1998, no balance is outstanding on the line of 
credit.  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 drilling program of 1998 in the second 
quarter and has drilled the wells in the second and third quarters of 1998.  
The Company's first drilling program of 1998 closed with approximately 27% 
higher subscriptions than the first program of 1997.  The Company will close
its second drilling program of 1998 in September, 1998 and will drill the 
wells during the third and fourth quarters of 1998.  Additional programs are
scheduled to close in November and December of 1998.  The Company generally 
invests, as its equity contribution to each drilling partnership, an 
additional sum approximating 20% 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 Company has adequate capital to meet this funding obligation.  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.

         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 the third or fourth quarter of 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.

         In the fourth quarter of 1997, the Company completed a public 
offering of 4,077,500 shares of its common stock at a price of $6.25 per 
share.  Net proceeds to the Company of approximately $23 million from the 
sale of the common stock has been partially used to extinguish the balance on
the Company's bank credit line and to purchase producing oil and gas 
properties.  The remaining $13 million will be used primarily to fund
development drilling on new and existing properties, acquisition of producing
properties and general corporate purposes, including working capital and 
possible acquisitions of complementary businesses.

         On February 19, 1998, the Company offered to purchase from Investors
their units of investment in the Company's Drilling Programs formed prior to 
1993.  The Company purchased approximately $2.2 million of producing oil and
gas properties in conjunction with this offer, which expired on March 31, 
1998.  The Company utilized capital received from its Public Stock Offering
to fund this purchase.

         On June 12, 1998 the Company purchased for $3.1 million a majority 
interest in the assets of Pemco Gas, Inc., a Pennsylvania producing company.
The assets include 122 natural gas wells, 2,700 undeveloped acres, gathering
systems, natural gas compressors and other facilities.  The Company estimates
that its interest includes 4.7 Bcf of natural gas reserves.  The Company 
utilized capital received from its Public Stock Offering to fund this purchase.

         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 costs efficiencies.  Management believes that the 
Company has adequate capital to meet its operating requirements.

                                            - 9 -
<PAGE>
Year 2000 Issue

         The Company has assessed the extent of the Year 2000 Issues affecting 
the Company.  The Company believes that the new computer system including 
operating software currently being installed along with modifications being 
made by the Company's computer technicians will address the dating system 
flaw inherent in most operating systems.  The Company expects to be fully 
Year 2000 Compliant by the end of 1998.  Management believes that cost to 
become Year 2000 Compliant is not material to the Company's financial 
position or results of operations.

New Accounting Standards

         The Company will implement SFAS No. 131, Disclosures about Segments 
of an Enterprise and Related Information in 1998.  SFAS No. 131 establishes 
standards for the way that public enterprises report information about
operating segments in annual and interim financial statements.  Because SFAS
No. 131 has a disclosure-only effect on the notes to the Company's financial
statements, adoption of SFAS No. 131 has no impact on the Company's result of
operations or financial condition.  In the year of adoption, the disclosure 
requirements of SFAS No. 131 need not be applied to interim financial 
statements.  The Company will implement SFAS No. 131 in its full year 1998 
financial statements.

         Statement of Accounting Standards No. 133, Accounting for Derivative 
Instruments and Hedging Activities (SFAS No. 133), was issued by the 
Financial Accounting Standards Board in June, 1998.  Statement 133 standardizes
the accounting for derivative instruments, including certain derivative 
instruments embedded in other contracts.  The Company must adopt SFAS No. 133
by January 1, 2000; however, early adoption is permitted.  On adoption, the
provisions of SFAS No. 133 must be applied prospectively.  The Company had 
not determined the impact that SFAS No. 133 will have on its financial 
statements.




























                                            -10-
<PAGE>
                                                             CONFORMED COPY


                                PART II - OTHER INFORMATION 


Item 1.  Legal Proceedings

             The Company is not a party to any legal actions that would 
materially affect the Company's operations or financial statements.

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, 1998.



                                         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:     August 7, 1998                            /s/ Steven R. Williams    
                                                        Steven R. Williams
                                                           President


Date:     August 7, 1998                            /s/ Dale G. Rettinger    
                                                        Dale G. Rettinger
                                                        Executive Vice President
                                                        and Treasurer















                                            -11-


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                      23,621,500
<SECURITIES>                                         0
<RECEIVABLES>                                6,837,500
<ALLOWANCES>                                   273,900
<INVENTORY>                                    395,600
<CURRENT-ASSETS>                            32,226,300
<PP&E>                                      77,129,800
<DEPRECIATION>                              25,759,100
<TOTAL-ASSETS>                              84,791,500
<CURRENT-LIABILITIES>                       18,870,300
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       155,100
<OTHER-SE>                                  60,138,200
<TOTAL-LIABILITY-AND-EQUITY>                84,791,500
<SALES>                                     41,130,900
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