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, 1995

                                   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: 11,040,627 shares of
the Company's Common Stock ($.01 par value) were outstanding as of
September 30, 1995.



           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, 1995 and December 31, 1994                   2
        Condensed Consolidated Statements of Operations -
        Three Months and Nine Months Ended
        September 30, 1995 and 1994                                4

        Condensed Consolidated Statements of Cash Flows - Nine
        Months Ended September 30, 1995 and 1994                   5

        Notes to Condensed Consolidated Financial Statements       6

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

        Statement by Management Concerning Review of Interim
        Financial Information by Independent Certified Public

Accountants                                                        9

PART II OTHER INFORMATION

Item 1. Legal Proceedings                                         10

Item 6. Exhibits and Reports on Form 8-K                          10










                     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, 1995, and the related condensed consolidated statements of
operations for the three-month and nine-month periods ended September 30,
1995 and 1994 and the related condensed consolidated statements of cash
flows for the nine-month periods ended September 30, 1995 and 1994.  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, 1994 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 15, 1995, 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, 1994 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 8, 1995

           PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

                  Condensed Consolidated Balance Sheets
                September 30, 1995 and December 31, 1994





    ASSETS

                                                1995             1994
                                          (Unaudited)

Current assets:
        Cash and cash equivalents            $ 2,333,600     $ 8,906,800
        Accounts and notes receivable          1,633,900       1,975,400
        Inventories                              192,700         390,200
        Prepaid expenses                         784,400         850,600

                   Total current assets       4,944,600       12,123,000



Properties and equipment                      46,005,000      44,959,900
        Less accumulated depreciation,
        depletion,and amortization            20,731,300      19,204,400

                                              25,273,700      25,755,500

Other assets                                     278,700         446,800

                                             $30,497,000      $38,325,300








                                                      (Continued)



                                   -2-

           PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

            Condensed Consolidated Balance Sheets, Continued
                September 30, 1995 and December 31, 1994




          LIABILITIES AND
        STOCKHOLDERS' EQUITY
                                                 1995     1994
                                          (Unaudited)

Current liabilities:
 Current maturities of long-term debt   $   6,500     $   36,300
 Accounts payable and accrued expenses  3,835,900       4,133,800
 Advances for future drilling contracts   900,100       9,199,900
 Funds held for future distribution       326,300         366,700

        Total current liabilities       5,068,800      13,736,700


Long-term debt, excluding current
 maturities                              2,700,000       3,100,000
Other liabilities                          469,900         328,600
Deferred income taxes                    2,878,400       2,779,500


Stockholders' equity:
        Common stock                       110,400         110,400
        Additional paid-in capital       6,873,600       6,873,600
        Retained earnings               12,395,900      11,396,500

        Total stockholders' equity      19,379,900       18,380,500


                                       $30,497,000      $38,325,300






 See accompanying notes to condensed consolidated financial statements.

                                   -3-

           PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

             Condensed Consolidated Statements of Operations
         Three and Nine Months ended September 30, 1995 and 1994
                               (Unaudited)
                                                           

                              Three Months Ended          Nine Months Ended
                                September 30,              September 30,
                                1995       1994            1995       1994

Revenues:
 Oil and gas well
  drilling operations         $1,857,400  $1,807,500     $11,530,500  $10,958,800
 Oil and gas sales               801,000     944,000       2,980,800    3,394,000
 Pipeline and well
  operations income               868,600    885,700       2,840,600    2,840,400
 Other income                      55,500     78,500         200,400      201,100

                                3,582,500  3,715,700      17,552,300   17,394,300

Costs and expenses:
 Cost of oil and gas
  well drilling operations      1,355,100  1,724,000       9,480,600   10,621,400
 Oil and gas purchases
   and production costs           818,100    951,800       3,224,900    2,963,100
 General and administrative
   expenses                       600,700    635,200       1,571,900    1,665,600
 Depreciation, depletion,
   and amortization               591,300    463,600       1,715,200    1,438,300
 Interest                          71,000     81,200         230,700      219,400

                                3,436,200   3,855,800     16,223,300   16,907,800

    Income (loss) before
     income taxes                 146,300    (140,100)     1,329,000      486,500

Income taxes                        36,300    (39,800)       329,600      101,200

       Net income (loss)        $  110,000  $(100,300)    $  999,400   $  385,300

Earnings (loss) per common
 and common equivalent share        $  .01     $ (.01)       $  .09       $  .03 

See accompanying notes to condensed consolidated financial statements. -4- PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 1995 and 1994 (Unaudited) 1995 1994 Cash flows from operating activities: Net income $ 999,400 $ 385,300 Adjustments to net income to reconcile to cash used in operating activities: Deferred federal income taxes 98,900 19,400 Depreciation, depletion & amortization 1,715,200 1,438,300 Leasehold acreage expired or surrendered 203,500 91,800 (Gain) loss on disposal of assets (29,300) 18,300 Decrease (Increase) in current assets 605,200 (556,700) Decrease in other assets 147,600 68,600 Decrease in current liabilities (8,638,100) (6,180,500) Increase in other liabilities 141,300 52,200 Total adjustments (5,755,700) (5,048,600) Net cash used in operating activities (4,756,300) (4,663,300) Cash flows from investing activities: Capital expenditures (1,653,600) (3,126,400) Proceeds from sale of leases 236,500 194,600 Proceeds from sale of assets 30,000 34,200 Net cash used in investing activities (1,387,100) (2,897,600) Cash flows from financing activities: Proceeds from debt - 800,000 Retirement of debt (429,800) (735,900) Net cash (used in) provided by financing activities (429,800) 64,100 Net change in cash and cash equivalents (6,573,200) (7,496,800) Cash and cash equivalents, beginning of period 8,906,800 10,578,800 Cash and cash equivalents, end of period $ 2,333,600 $ 3,082,000
See accompanying notes to condensed consolidated financial statements. -5- PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements September 30, 1995 (Unaudited) 1. Accounting Policies Reference is hereby made to the Company's Annual Report on Form 10-K for 1994, 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, 1995 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 (loss) per common and common equivalent share are as follows for the three months and nine months ended September 30, 1995 and 1994: Three Months Ended Nine Months Ended September 30, September 30, 1995 1994 1995 1994 Weighted average common shares outstanding 11,519,653 12,172,968 11,557,565 12,217,924 Net income (loss) $ 110,000 $ (100,300) $ 999,400 $ 385,300 Earnings (loss) per common and common equivalent share $ .01 $ (.01) $ .09 $ .03
-6- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Three Months Ended September 30, 1995 Compared With September 30, 1994 Total revenues decreased $133,200 in the third quarter of 1995 compared to the same period in 1994 primarily as a result of decreased oil and gas sales. Oil and gas sales decreased 15.1% as a result of lower average sales prices offset in part by increased sales volumes. Costs and expenses decreased $419,600 primarily as a result of lower well drilling costs and oil and gas purchases and production costs offset in part by higher depreciation, depletion and amortization. Well drilling costs decreased 21.4% as a result of the significantly lower average well costs. Oil and gas purchases and production costs decreased 14.0% as a result of lower natural gas purchased for resale. Depreciation, depletion and amortization increased 27.5% as a result the increased investment in and production from Company owned wells. The foregoing resulted in net income of $110,000 as compared to a net loss of $100,300 for the third quarter of 1994. The provision for income taxes in 1995 consists of $25,400 of current taxes and $10,900 of deferred income taxes. The income tax benefit in 1994 consisted of $42,800 of current tax benefits and $3,000 of deferred income taxes. Nine Months Ended September 30, 1995 Compared with September 30, 1994 Total revenues increased $158,000 during the first nine months of 1995 compared to the same period in 1994 primarily as a result of increased drilling activity offset in part by decreased oil and gas sales. Drilling revenues increased 5.2% during the first nine months of 1995 compared to the same period in 1994 as a result of higher volumes of drilling and completion activities. Oil and gas sales decreased 12.2% as a result of lower average sales prices offset in part by increased sales volumes. Costs and expenses decreased $684,500 as a result of lower well drilling costs offset in part by higher oil and gas purchases and production costs and depreciation, depletion and amortization. Well drilling costs decreased 10.7% as a result of significantly lower average well costs. Oil and gas purchases and production costs increased 8.8% as a result of increased production costs associated with the increased sales volumes and increased leasehold acreage expiration costs. Depreciation, depletion and amortization increased 19.3% as a result of the increased investment in and production from Company owned wells. The foregoing resulted in net income of $999,400 compared to a net income of $385,300 for the first nine months of 1994. The provision for income taxes in 1995 consists of $230,700 of current taxes payable and $98,900 of deferred income taxes. The provision for income taxes in 1994 consisted of $81,800 current taxes payable and $19,400 of deferred income taxes. -7- Liquidity and Capital Resources Sales volumes of natural gas continue to increase while the natural gas prices fluctuated monthly over the past year. The Company's gas sales prices are subject to increase and decrease based on various market sensitive indices. Price levels of natural gas are currently depressed and are not predictable in the coming year. The volumes of gas sales are expected to continue to increase as a result of continued drilling activities. The Company closed its second drilling program of 1995 in the third quarter and has drilled the wells during the third and fourth quarters of 1995. The Company will close its third and fourth drilling programs of 1995 in the fourth quarter and will drill the wells during the fourth quarter of 1995 and the first quarter of 1996. The Company's public drilling program continues to receive wide market acceptance. The Company is party to a credit agreement providing up to $7.5 million in borrowing capacity. At September 30, 1995 the Company has activated $5 million of that facility and has $2.7 million outstanding. The Company continues to pursue capital investment opportunities in producing gas properties along with its commitment to participate in its sponsored gas drilling partnerships. Management believes that the Company has adequate capital to meet its operating requirements and continues to pursue opportunities for operating improvements and cost efficiencies. -8- PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES STATEMENT BY MANAGEMENT CONCERNING REVIEW OF INTERIM FINANCIAL INFORMATION BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The September 30, 1995 and 1994 condensed consolidated financial statements included in this filing on Form 10-Q have been reviewed by KPMG Peat Marwick LLP, independent certified public accountants, in accordance with established professional standards and procedures for such reviews. The report of KPMG Peat Marwick LLP commenting upon their review accompanies the condensed consolidated financial statements included in Item 1 of Part I. -9- CONFORMED COPY 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 6. Exhibits and Reports on Form 8-K (a) None. (b) No reports on Form 8-K have been filed during the quarter ended September 30, 1995. 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 10, 1995 /s/ Steven R. Williams Steven R. Williams President Date: November 10, 1995 /s/ Dale G. Rettinger Dale G. Rettinger Executive Vice President and Treasurer -10-
 

5 9-MOS DEC-31-1995 SEP-30-1995 2,333,600 0 1,633,900 598,200 192,700 4,944,600 46,005,000 20,731,300 30,497,000 5,068,800 2,700,000 110,400 0 0 19,379,900 30,497,000 2,980,800 17,552,300 3,224,900 16,223,300 0 45,000 230,700 1,329,000 329,600 999,400 0 0 0 999,400 .09 .09