PDC 1991-D LTD PARTNERSHIP
10-Q, 1996-05-14
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 March 31, 1996

                                      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 033-37728

               I.R.S. Employer Identification Number 55-0711661

                        PDC 1991-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         

<PAGE>
                        PDC 1991-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)


                                     INDEX



PART I - FINANCIAL INFORMATION                                    Page No.

  Item 1.  Financial Statements

           Balance Sheets March 31, 1996 and December 31, 1995         1

           Statements of Operations - 
            Three Months Ended March 31, 1996 and 1995                 2

           Statement of Partners' Equity - March 31, 1996              3

           Statements of Cash Flows-
            Three Months Ended March 31, 1996 and 1995                 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                                           7

  Item 6.  Exhibits and Reports on Form 8-K                            7

















<PAGE>
                        PDC 1991-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                                Balance Sheets

                     March 31, 1996 and December 31, 1995



<TABLE>
<S>                                                   <S>            <S>
  Assets
                                                      1996          1995   
                                                (Unaudited)

Current assets:
  Cash                                           $    2,172      $     471 
  Accounts receivable - oil and gas revenues        129,178         41,647 
  Due from operator                                     202          1,700 
           Total current assets                     131,552         43,818 

Oil and gas properties, successful 
  efforts method
      Oil and gas properties                      4,939,913      4,939,913 
      Less accumulated depreciation,
        depletion, and amortization               2,687,873      2,648,609 
                                                  2,252,040      2,291,304 

Other assets (net of amortization of 
      $21,344 and $20,202)                            3,398          4,530 

                                                 $2,386,990     $2,339,652 

      Current Liabilities and Partners' Equity

Current liabilities:    
      Accrued expenses                           $   19,803     $   26,963 
                    Total current liabilities        19,803         26,963 


Partners' Equity                                  2,367,187      2,312,689 

                                                 $2,386,990     $2,339,652 
</TABLE>
See accompanying notes to financial statements.







                                      -1-
<PAGE>
                        PDC 1991-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                           Statements of Operations

                  Three months ended March 31, 1996 and 1995
                                  (Unaudited)

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


                                                     1996           1995   
Revenues:
  Sales of oil and gas                             $160,717         56,217 
  Transportation revenue                              3,874          3,087 
  Interest income                                       203            259 
 
                                                    164,794         59,563 

Expenses:
  Lifting costs                                      36,685         23,429 
  Direct administrative cost                           -                12 
  Depreciation, depletion and amortization           40,396         44,311 
  
                                                     77,081         67,752 

           Net income (loss)                       $ 87,713         (8,189)

           Net income (loss) per limited
             and additional 
             general partner unit                  $    252            (36)

</TABLE>
See accompanying notes to financial statements.


















                                      -2-
<PAGE>
                        PDC 1991-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                         Statement of Partners' Equity

                       Three months ended March 31, 1996
                                  (Unaudited)

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



                                Limited and                       
                                additional       Managing        
                                general partners general partner   Total  


Balance, December 31, 1995        $2,088,066         $224,623    $2,312,689  
Distributions to partners            (26,617)          (6,598)      (33,215)
Net income                            66,203           21,510        87,713 

      Balance, March 31, 1996     $2,127,652         $239,535    $2,367,187 



</TABLE>
See accompanying notes to financial statements.

























                                      -3-
<PAGE>
                        PDC 1991-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                           Statements of Cash Flows

                  Three months ended March 31, 1996 and 1995
                                  (Unaudited)

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

                                                     1996            1995  
Cash flows from operating activities:
  Net income (loss)                               $ 87,713        $ (8,189)
  Adjustments to reconcile net income
    (loss) to net cash provided from
    operating activities:
      Depreciation, depletion and amortization      40,396          44,311 
      Changes in operating assets and liabilities:
      (Increase) Decrease in accounts receivable -
        oil and gas revenues                       (87,531)          3,056 
      Decrease in due from operator                  1,498            -    
      Decrease in accrued expenses                  (7,160)         (3,281)
         Net cash provided from 
            operating activities                    34,916          35,897 

Cash flows from financing activities:
  Distributions to partners                        (33,215)        (35,898)
           Net cash used by
            financing activities                   (33,215)        (35,898)

Net increase (decrease) in cash                      1,701              (1)
Cash at beginning of period                            471             632 
Cash at end of period                             $  2,172             631 

</TABLE>
See accompanying notes to financial statements.

















                                      -4-
<PAGE>
                        PDC 1991-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 1995, which contains a summary of major 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
    three months ended March 31, 1996 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.

























                                      -5-
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

    Liquidity and Capital Resources

         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 March 31, 1996 of $111,749.

         The Partnership's revenues from oil and gas sales 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.  Price levels of natural gas are
    currently high and while they are not predictable in the coming year, it
    appears that on average, they will be higher in 1996 than in 1995.



    Results of Operations

         Natural gas sales increased 186% during the first quarter of 1996
    compared to 1995 due to the increase in the sales price of natural gas as
    referred to above.  The partnership experineced a net income of $87,713 and
    distributed $33,215 to the partners for the first quarter of 1996.

    
























                                      -6-
<PAGE>
                                                               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
             March 31, 1996.



                                  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 1991-D Limited Partnership 
                                                      (Registrant)

                                              By its Managing General Partner
                                              Petroleum Development Corporation
                                                       



Date:  May 13, 1996                             /s/ Steven R. Williams        
                                                    Steven R. Williams
                                                       President


Date:  May 13, 1996                             /s/ Dale G. Rettinger         
                                                    Dale G. Rettinger
                                                 Executive Vice President
                                                     and Treasurer

    







                                      -7-     

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000885560
<NAME> PDC 1991-D
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           2,172
<SECURITIES>                                         0
<RECEIVABLES>                                  129,380
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               131,552
<PP&E>                                       4,939,913
<DEPRECIATION>                               2,687,873
<TOTAL-ASSETS>                               2,386,990
<CURRENT-LIABILITIES>                           19,803
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 2,386,990
<SALES>                                        160,717
<TOTAL-REVENUES>                               164,794
<CGS>                                           36,685
<TOTAL-COSTS>                                   77,081
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 87,713
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             87,713
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    87,713
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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