CONFORMED COPY

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

- -  ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF
   THE SECURITIES EXCHANGE ACT OF 1934 
   For the fiscal year ended December 31, 1994

   Commission File Number  0-7246

- -  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934 for the transaction period from                 to               

                        PETROLEUM DEVELOPMENT CORPORATION                     
              (Exact name of registrant as specified in its charter)

          Nevada                                                95-2636730    
(State or other jurisdiction of                         (I.R.S. Employer 
incorporation or organization)                          Identification No.)

103 East Main Street, Bridgeport, West Virginia  26330   
(Address of principal executive offices)     (zip code)     

Registrant's telephone number, including area code           (304) 842-3597  
                                                           
         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE
                                         
            SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

          Petroleum Development Corporation Common Stock, $.01 par value
                                 (Title of class)

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 and (2) has been subject to such filing requirements for
the past 90 days.  Yes X  No   

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [  ]

As of March 17, 1995, 11,040,627 shares of the Registrant's Common Stock were 
issued and outstanding, and the aggregate market value of such shares held by
non-affiliates of the Registrant on such date was $9,156,200 (based on the last
traded price of $1.25).

                        DOCUMENTS INCORPORATED BY REFERENCE
Document                                                Form 10-K Part III
Proxy                                                   Items 11 and 12

                                                              CONFORMED COPY

                                      SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) 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




                                               By  /s/ James N. Ryan           
                                                  James N. Ryan, Chairman


                                                     March 23, 1995

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

       Signature                        Title                          Date


/s/ James N. Ryan                Chairman, Chief Executive     March 23, 1995
James N. Ryan                    Officer and Director


/s/ Steven R. Williams           President and Director        March 23, 1995
Steven R. Williams


/s/ Dale G. Rettinger            Executive Vice President,     March 23, 1995
Dale G. Rettinger                Treasurer and Director
                                 (principal financial and
                                 accounting officer)


/s/ Roger J. Morgan              Secretary and Director        March 23, 1995
Roger J. Morgan










                                          -2-

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

 

5 1 YEAR 12/31/94 12/31 8,906,800 0 1,975,400 429,400 390,200 12,123,000 44,959,900 19,204,400 38,325,300 13,736,700 3,136,300 110,400 0 0 18,270,100 38,325,300 4,361,300 23,806,200 4,067,000 22,707,900 0 75,100 300,200 1,098,300 176,700 921,600 0 0 0 921,600 .08 .08