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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  Schedule 13G
                   Under the Securities Exchange Act of 1934
                            (Amendment No. 3-Final)

                          Petroleum Development Corp.
- ------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- ------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   716578-109
- ------------------------------------------------------------------------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement       [   ]
CUSIP No.       716578-109

    1)  Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
        persons
        PNC Bank Corp.  25-1435979


    2)  Check the Appropriate Box if a Member of a Group (See Instructions)
        a)   [   ]
        b)   [   ]

    3)  SEC USE ONLY


    4)  Citizenship or Place of Organization  Pennsylvania


    Number of Shares             5) Sole Voting Power                 0
    Beneficially Owned     
    By Each Reporting
    Person With                  6) Shared Voting Power               0         


                                 7) Sole Dispositive Power            0    

                             
                                 8) Shared Dispositive Power          0         


    9)  Aggregate Amount Beneficially Owned by Each Reporting Person  0
                                                                        


   10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
        (See Instructions)                                                [   ]


   11)  Percent of Class Represented by Amount in Row (9)             0    


   12)  Type of Reporting Person (See Instructions)                          HC


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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  Schedule 13G
                   Under the Securities Exchange Act of 1934
                            (Amendment No. 3-Final)

                          Petroleum Development Corp.
- ------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- ------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   716578-109
- ------------------------------------------------------------------------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement       [   ]
CUSIP No.     716578-109

    1)  Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
        above persons
        PNC Bancorp, Inc.      51-0326854


    2)  Check the Appropriate Box if a Member of a Group (See Instructions)
        a)   [   ]
        b)   [   ]

    3)  SEC USE ONLY


    4)  Citizenship or Place of Organization Delaware


   Number of Shares         5) Sole Voting Power                       0   
   Beneficially Owned
   By Each Reporting
   Person With              6) Shared Voting Power                     0        


                            7) Sole Dispositive Power                  0   


                            8) Shared Dispositive Power                0       


    9)  Aggregate Amount Beneficially Owned by Each Reporting Person   0
                                                                        


   10)  Check if the Aggregate Amount in Row (9) Excludes Certain
        Shares (See Instructions)                                        [   ]


   11)  Percent of Class Represented by Amount in Row (9)              0   

   12)  Type of Reporting Person (See Instructions)                          HC


   3


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  Schedule 13G
                   Under the Securities Exchange Act of 1934
                               (Amendment No. 3-Final)

                          Petroleum Development Corp.
- ------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- ------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   716578-109
- ------------------------------------------------------------------------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement      [   ]
CUSIP No.     716578-109

    1)  Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
        persons
        PNC Bank, National Association 25-1197336


    2)  Check the Appropriate Box if a Member of a Group (See Instructions)
        a)   [   ]
        b)   [   ]

    3)  SEC USE ONLY


    4)  Citizenship or Place of Organization              United States


  Number of Shares             5) Sole Voting Power                   0 
  Beneficially Owned     
  By Each Reporting
  Person With                  6) Shared Voting Power                 0       


                               7) Sole Dispositive Power              0 

                             
                               8) Shared Dispositive Power            0       


    9)  Aggregate Amount Beneficially Owned by Each Reporting Person  0
                                                                      


   10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
        (See Instructions)                                              [   ]


   11)  Percent of Class Represented by Amount in Row (9)             0


   12) Type of Reporting Person (See Instructions)                   BK     


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ITEM 4 - OWNERSHIP:

The following information is as of January 31, 1996;

(a) Amount Beneficially Owned:                                        0 shares
                                                                     
(b) Percent of Class:                                                 0
                                                                     
(c) Number of shares to which such person has:
       (i) sole power to vote or to direct the vote                   0
      (ii) shared power to vote or to direct the vote                 0
     (iii) sole power to dispose or to direct the disposition of      0
      (iv) shared power to dispose or to direct the disposition of    0


                      
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ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Each reporting person has ceased to be the beneficial owner of more than 5% 
of the stock. 


ITEM 10 - CERTIFICATION.

     By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.


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                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


         February 6, 1996
         --------------------------------------------
         Date

         /s/ WILLIAM F. STROME
         --------------------------------------------
         Signature - PNC Bank Corp.


         William F. Strome, Senior Vice President  
         --------------------------------------------
         Name/Title 


         February 6, 1996
         --------------------------------------------
         Date


         /s/ JAMES B. YAHNER
         --------------------------------------------
         Signature - PNC Bancorp, Inc.

         James B. Yahner, Vice President
         --------------------------------------------
         Name/Title 


         February 6, 1996
         --------------------------------------------
         Date


         /s/ WILLIAM F. STROME
         --------------------------------------------
         Signature - PNC Bank, National Association
  

         

         William F. Strome, Senior Vice President
         --------------------------------------------
         Name/Title 


     An agreement to file a joint statement was previously filed as Exhibit A to
Amendment No. 2.