PETROLEUM DEVELOPMENT CORPORATION
                                               103 East Main Street
                                        Bridgeport, West Virginia  26330
                                                                          


                                     NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                                       August 20, 1999
                                                                          

To the Stockholders of
PETROLEUM DEVELOPMENT CORPORATION:

     Notice is hereby given that the Annual Meeting of Stockholders of 
Petroleum Development Corporation (the "Company") will be held at the office
of the Company at 103 East Main Street, Bridgeport, West Virginia 26330, on 
August 20, 1999 at 10:00 A.M., West Virginia time, for the following purposes,
all as more fully described in the accompanying Proxy Statement:

     (1) To elect two directors to serve a term of three years or until their
successors shall be elected and shall qualify;

     (2) To ratify and approve the Company's 1999 Incentive Stock Option and
Non-Qualified
Stock Option Plan.

     (3) To ratify and approve the selection of independent public 
accountants for the Company for the fiscal year ending December 31, 1999.

     The Board of Directors has fixed the close of business on July 2, 1999 as 
the record date for the determination of stockholders entitled to notice of 
and to vote at the Annual Meeting.  The presence in person or by proxy of 
the holders of a majority of the outstanding shares of the Company's Common 
Stock is required to constitute a quorum.

EACH STOCKHOLDER IS CORDIALLY INVITED TO BE PRESENT AND TO VOTE
AT THIS MEETING IN PERSON.  STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND ARE
REQUESTED TO SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTPAID ENVELOPE.

                                By Order of the Board of Directors,

                                       James N. Ryan
                                       Chairman
Bridgeport, West Virginia
J
uly 6, 1999

                                           PETROLEUM DEVELOPMENT CORPORATION
                                                     PROXY STATEMENT
                                             ANNUAL MEETING OF STOCKHOLDERS
                                                     August 20, 1999

                                                 INTRODUCTORY STATEMENT

  This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of proxies for use at the Annual Meeting of 
Stockholders of Petroleum Development Corporation (the "Company") to
be held on August 20, 1999, notice of which is attached, and at any 
adjournment thereof.

  Any stockholder giving the accompanying proxy has the power to revoke it
prior to its exercise by filing with the Secretary of the Company a written
notice of revocation or a duly executed proxy bearing a later date.  Giving 
the accompanying proxy will not affect your right to vote in person should 
you find it convenient to attend the Annual Meeting.  Shares represented by
proxy will be voted by the proxy holders in accordance with your instructions
unless you revoke your proxy or attend the meeting and elect to vote
in person.  This Proxy Statement and the proxy were first mailed to 
stockholders on July 6, 1999.  The mailing address of the principal 
executive offices of the Company is Petroleum Development Corporation,
P.O. Box 26, Bridgeport, West Virginia  26330.

  The Annual Report to Stockholders for 1998, containing certified financial
and other information about the Company, accompanies this Proxy Statement.


                                     VOTING SECURITIES

  The outstanding voting securities of the Company as of July 2, 1999, consisted
of 15,737,795 shares of $0.01 par value common stock ("Common Stock").  
Stockholders of record as of the close of business on July 2, 1999 are 
entitled to vote.  Each stockholder is entitled to one vote for each share of
Common Stock held of record on this date. Stockholders are not permitted to 
cumulate their votes for the election of directors.  Abstentions and broker 
non-votes will be counted in the number of shares present in person or
represented by proxy for purposes of determining whether a quorum is present.

 
                                           PROPOSAL 1

                                      ELECTION OF DIRECTORS

  The Company's By-Laws provide that the directors of the Company shall be 
divided into three classes and that, at each annual meeting of stockholders
of the Company, successors to the class of directors whose term expires at 
the annual meeting will be elected for a three-year term.  The classes are 
staggered so that the term of one class expires each year.  Mr. Rettinger
and Mr. Swoveland are members of the class whose term expires in 1999; and 
Mr. Williams and Mr. Morgan are members of the class whose term expires in 2000;
and Mr. Ryan and Mr. D'Annunzio are members of the class whose term expires 
in 2001. There is no family relationship between any director or executive 
officer and any other director or executive officer of the Company.  There 
are no arrangements or understandings between any director or officer and 
any other person pursuant to which such person was selected as an officer.
Votes pursuant to the enclosed proxy will be cast, unless authority is 
withheld, for the election of the two persons named under "Nominees for Terms
Expiring 2002" below, both of whom are members of the present Board and both 
of whom are expected to be able to serve on the Board to be elected at this 
meeting.  If any of such persons is unwilling or unable to act in such 
capacity, an event which is not now anticipated, the enclosed proxy will be
voted for such person or persons as the Board of Directors may designate.  
During 1998, the Board of Directors held six meetings.  No director attended
fewer than 75% of the aggregate of all meetings of the Board and the
committees, if any, upon which such director served.

                                 Vote Required

  A plurality of the votes cast at the Annual Meeting in person or by proxy,
is required for the election of directors.  Abstentions and broker non-votes
will not be considered as votes cast with respect to the election of 
directors, and therefore any abstentions or broker non-votes will not affect
the election of the candidates receiving a majority of the votes cast.


 
               THE BOARD OF DIRECTORS RECOMMEND A VOTE "FOR" PROPOSAL 1

                              DIRECTORS OF THE COMPANY

                          NOMINEES FOR TERMS EXPIRING 2002

  The following persons, both of whom are currently serving as directors, have 
been nominated to serve as directors:

<TABLE>
<S>                                                                                                      <S>            <S>     
                                                        Name and Principal                                          Year First
                                                    Occupation Past Five Years                                      Elected 
                                                      and Other Directorships                           Age         Director

DALE G. RETTINGER joined the Company in 1980 and has served 
 as Executive Vice President and Treasurer of the Company since
 July 1983.  Additionally, Mr. Rettinger has served as President
 of PDC Securities Incorporated since 1981 and was appointed
 Chief Financial Officer of the Company in 1997.  Previously,
 Mr. Rettinger was a partner with KPMG Main Hurdman, Certified
 Public Accountants, and served in that capacity from 1976
 until he joined the Company.                                                                           54          1985

JEFFREY C. SWOVELAND a director since March 1991, has been employed by 
 Equitable Resources, an oil and gas production, marketing and distribution 
 company since 1994 and presently serves as Vice President and Treasurer.
 Mr. Swoveland previously served as Vice President and a lending officer
 with Mellon Bank, N.A. from July 1989 until 1994.                                                      43          1991

                                CONTINUING DIRECTORS TERMS EXPIRING IN 2000

STEVEN R. WILLIAMS has served as President and director of the Company since
 March 1983.  Prior to joining the Company, Mr. Williams was employed by
 Exxon as an engineer from 1973 until 1979.  A 1981 graduate of the 
 Stanford Graduate School of Business, Mr. Williams was employed by 
 Texas Oil and Gas Company as a financial analyst from 1981 until July
 1982, when he joined Exco Enterprises as Manager of Operations, and 
 served in that capacity until he joined the Company.                                                   48          1983

ROGER J. MORGAN a director and Secretary of the Company since 1969,
 has been a member of the law firm of Young, Morgan & Cann, Clarksburg, 
 West Virginia, for more that the past five years.  Mr. Morgan is not 
 active in the day-to-day business of the Company, but his law firm 
 provides legal services to the Company.                                                                72          1969

                               CONTINUING DIRECTORS TERMS EXPIRING IN 2001

JAMES N. RYAN served as President of the Company from 1969 to 1983 and 
 has served as director of the Company since 1969.  Mr. Ryan was elected
 Chairman and Chief Executive Officer of the Company in March 1983.  Mr. 
 Ryan focuses on capital formation through the Company's drilling 
 partnerships.                                                                                          67          1969

VINCENT F. D'ANNUNZIO a director since February 1989, has for the past
 five years served as President of Beverage Distributors, Inc., located 
 in Clarksburg, West Virginia.                                                                          46          1989
</TABLE>

Committees of the Board of Directors

  The Company has three standing committees of the Board of Directors:  the 
Executive Committee; the Audit Committee; and the Stock Option and Executive
Compensation Committee.  The Executive Committee is comprised of Messrs. 
Ryan, Williams, and Rettinger.  The Audit Committee is comprised of
Messrs. D'Annunzio, Ryan, and Swoveland.  The Stock Option and Executive 
Compensation Committee is comprised of Messrs. D'Annunzio and Swoveland. 
The Company does not have a formal Nominating Committee, the full Board of
Directors handles these responsibilities.  

  The functions performed by the Executive Committee include handling 
important Board of Directors matters that arise between Board of Directors
meetings, serving as a liaison between the Board of Directors and senior 
management on important matters requiring Board of Directors attention and
recommending to the Board of Directors nominations for election of new and
existing members of the Board of Directors.

  The Audit Committee is comprised of a majority of outside Directors of the 
Company.  The functions performed by the Audit Committee include recommending
the selection of independent accountants, reviewing with the Company's 
independent accountants the results of audits performed by them and 
overseeing and reviewing monthly and quarterly unaudited financial 
statements.  These reviews include the adequacy of cash flow and the status 
of credit arrangements of the Company.

  The Stock Option and Executive Compensation Committee is comprised entirely 
of outside Directors of the Company.  The functions performed by this 
committee include recommending to the Board of Directors compensation levels 
of senior management and directing and recommending levels of corporate stock
options and other benefit plans of the Company.  In this regard, the 
committee monitors trends to ensure the Company's compensation levels are 
competitive in the oil and natural gas industry. 

Compensation Committee Interlocks and Insider Participation

  The members of the Stock Option and Executive Committee are Messrs. 
D'Annunzio and Swoveland. There are no Stock Option and Executive Committee 
interlocks.  

Indemnification of Directors and Officers

  The Company's By-Laws provide that the Company shall indemnify any director, 
officer, employee, or other agent of the Company who is or was a party, or is
threatened to be made a party, to any proceeding (other than an action by or 
in the right of the Company to procure a judgment in its favor) by reason of the
fact that such person is or was an agent of the Company against expenses, 
judgments, fines, settlements, and other amounts actually and reasonably 
incurred in connection with such proceeding, if that person acted in good 
faith and in a manner that person reasonably believed to be in the best 
interest of the Company, and in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of that person was unlawful.  

  The Company has entered into separate indemnification agreements with each 
of its directors and officers whereby the Company has agreed to indemnify 
the director or officer against all expenses, including attorneys' fees, and 
other amounts reasonably incurred by the officer or director in connection 
with any threatened, pending or completed civil, criminal, administrative or 
investigative action or proceeding to which such person is party by reason of
the fact that he is or was a director or officer, as the case may be,
of the Company, if the person acted in good faith and in a manner reasonably 
believed to be in or not opposed to the best interests of the Company, and, 
with respect to any criminal action or proceeding, the person had no 
reasonable cause to believe such conduct to be unlawful.  The agreements 
provide for the advancement of expenses and that the Company has the right
to purchase and maintain insurance on behalf of the director or officer 
against any liability or liabilities asserted against him, whether or not the
Company would have the power to indemnify the person against such liability 
under any provision of the agreement. The Company has agreed to indemnify 
such person against expenses actually and reasonably incurred in connection
with any action in which the person has been successful on the merits or 
otherwise. Indemnification must also be provided by the Company (unless 
ordered otherwise by a court) only as authorized in the specific case upon a
determination that the indemnification of the person is appropriate
because he has met the applicable standard of conduct described in the 
agreement made by (i) the Board of Directors, by a majority vote of a quorum 
consisting of directors who are not parties to such action or proceeding, 
(ii) by independent legal counsel in a written opinion or (iii) the 
shareholders of the Company.

Director Compensation

  Each non-salaried employee director and outside director of the Company is 
paid an annual fee of $20,000.  Each inside director is paid an annual fee 
of $10,000.


EXECUTIVE COMPENSATION

  The following table sets forth in summary form the compensation received 
during each of the Company's last three fiscal years by the Chief Executive
Officer and by each other executive officer of the Company whose salary and
 bonus exceeded $100,000 in 1998 (the "Named Executives").

<TABLE>
<C>                        <C>      <C>          <C>                  <C>                       <C>                 <C>            
                                         Summary Compensation Table

                                            Annual Compensation                               Long Term Compensation   
                                                                                           Other                 Securities
                                                                                           Annual                underlying   All
Other
Name and                                                         Compen-                   Options               Compen-
Principal Position        Year   Salary($)    Bonus (1)($)       sation($)(2)                 (#)(3)             sation($)(4)

James N. Ryan             1998   175,425       355,473             10,000                                          10,860
Chairman and Chief        1997   170,760       210,120             10,000                      108,000             10,335
 Executive Officer        1996   164,295       153,383             10,000                                          10,897
                                 
Steven R. Williams        1998   137,025       355,473             10,000                                          10,838
President                 1997   132,360       210,120             10,000                      108,000             10,200
 and Director             1996   125,895       153,383             10,000                                          10,862

Dale G. Rettinger         1998   137,025       355,473             10,000                                          10,838
Executive Vice President,        1997         132,360             210,120                       10,000            108,00010,200
 Treasurer, and Director         1996         125,895             153,383                       10,000                   10,862

</TABLE>

       

(1)   In 1994, the Board of Directors approved a deferred compensation 
      arrangement for the Named Executives.  See "Employment and Other 
      Agreements and Arrangements."  Under the arrangements, each Named 
      Executive may choose to defer any portion of his bonus compensation
      until retirement or separation from the Company.  Included are 
      deferred bonuses the Named Executives voluntarily deferred $130,000 
      each in 1998, $110,000 each in 1997, and $80,000, $60,000 and $60,000,
      respectively in 1996.  In 1998, 1997 and 1996, $30,000 of the deferred
      bonus compensation of Messrs. Williams and Rettinger was utilized to 
      pay the premiums of split-dollar life insurance policies for
      Messrs. Williams and Rettinger.

(2)   The respective Named Executives receive fees as directors of the Company
      in the amount of $10,000 per year.


(3)   The exercise price of the options granted in 1995 is $1.125 per share. 
      In 1997, the Company granted each Named Executive options to purchase 
      108,000 shares of Common Stock at an exercise price of $5.125 per 
      share, the fair market value of such shares of Common Stock at the
      date of grant.  The options may be exercised with respect to one-half 
      of the shares granted thereunder on or after July 15, 1998 and with 
      respect to one-half of the shares granted thereunder on or after July
      15, 1999, provided that the grantee is employed with the Company on 
      the exercise date.  Such options expire on July 15, 2007.

(4)   This amount includes contributions made by the Company under the 
      Company's Employee Profit Sharing Plan and 401(k) plan.  In 1998,
      1997, and 1996 the Company contributed $17,000, $15,500, and $50,000,
      respectively, to the Employee Profit Sharing Plan.  Of these 
      contributions, each of the Named Executives was credited $911 in 1998,
      $952 in 1997, and $3,071 in 1996.  The Company provided a matching of
      401(k) contribution based upon varying rates of the Named Executives'
      respective contributions.  Of the total Company matching contribution
      of $202,600, $171,300, and $139,800 in 1998, 1997 and 1996, the Named
      Executives were credited with matching contributions of $9,957, $9,927
      and $9,927, respectively in 1998; $9,383, $9,248, and $9,248, 
      respectively in 1997; and $7,826, $7,791 and $7,791, respectively 
      in 1996. 

C
ompensation Committee Report

      The Compensation Committee is composed of two outside directors.  The 
committee's responsibility is to develop the Company's compensation policy 
to enable the Company to hire, retain and motivate high performing employees.
The committee also administers the Company's Savings and Protection Plan (the
"401(k) Plan"), various Employee Stock Option Plans, and the Company's Profit
Sharing Plan.  The committee reviews the performance and compensation of the 
Chief Executive Officer, and the two executive officers of the Company. 
Final approval of all contracts with company executives is reserved to the 
full Board of Directors.

      Compensation paid to the CEO, Mr. Ryan, and to the executive officers of 
the Company is based on several factors, including the terms of their 
employment contracts, the earnings of the Company, the evaluation of the 
Board of the performance of the employees, as well as compensation paid to
similarly situated employees with other similar firms.

      As CEO, Mr. Ryan received a salary of $175,425 in 1998, which reflected 
cost of living increases from his salary in 1997.  Also during 1998 Mr. Ryan 
earned a cash bonus of $355,473 based on Company earnings.  Both the salary 
increase and the bonus were based on provisions in Mr. Ryan's employment
contract.

      The Company also contributed $9,957 in 1998 to Mr. Ryan's 401(k) account
in accordance with the plan's matching provisions to all participating 
employees.

      The compensation of the two executive officers of the Company is also 
comprised of a salary and a performance based bonus.  Salaries of both were 
increased by a cost of living adjustment and bonuses were paid based on the 
Company's earnings, both as provided in the executive's employment 
agreements.  Both executives also received a share of Company matching 
contributions to the Company 401(k) plan.

      During 1998 the Company reviewed the employment contracts of the CEO 
and the executive officers of the Company, and determined that no changes 
were required.  The Compensation Committee believes the Company has made 
substantial progress over the past several years despite adverse industry and
economic conditions, and that the progress is attributable in large measure 
to the efforts of the CEO and the executive officers.

                                                   Compensation Committee

                                                   Vincent F. D'Annunzio, Chair
                                                   Jeffrey C. Swoveland

                       Options Granted in Last Fiscal Year

  No options were granted in the last fiscal year.

                   Aggregated Option Exercises in Last Fiscal Year 
                       and Fiscal Year-End Option Values

    The following table provides certain information with respect to options
exercised during 1998 by the persons named in the summary compensation under
the Company's stock option plans.  The table also represents information as 
to the number of options outstanding as of December 31, 1998 with respect to
options granted pursuant to the Company's Employee Stock Option Plans.  

<TABLE>
<C>                           <C>               <C>            <C>              <C>                           <C>               <C>
                          Number                                                          Value of Unexercised
                          of Shares       Value            Number of Unexercised Options              In-The-Money Options 
                          Exercised       Realized ($)           at Year-end                             at Year-End(1)($)         
                                                           Exercisable     Unexercisable              Exercisable     Unexercisable

James N. Ryan                 -                 -           344,667           54,000                      493,168          -
Steven R. Williams            -                 -           338,000           54,000                      479,000          -
Dale G. Rettinger             -                 -           338,000           54,000                      479,000          -
</TABLE>

(1)      For all unexercised options held as of December 31, 1998, the
         aggregate dollar value is equal to the excess of the market value 
         of the stock underlying those options over the exercise price of 
         those unexercised options.  On December 31, 1998, the closing 
         sales price of the Common Stock was $3.0625 per share. 

Employment and Other Agreements and Arrangements

    The Company has entered into employment agreements with each of the Named 
Executives, each of which has a term that has been extended to December 31, 
2003.  Pursuant to the respective terms of the employment agreements, each of
the Named Executives is entitled to receive the basic annual salary set 
forth therein that is subject to increase, but not decrease (unless dire
economic circumstances as declared by the Board of Directors requires a 
reduction for all senior executive employees of the Company), as the Board
of Directors may determine to reflect changes in the cost of living, the 
financial success of the Company and the performance of such Named Executive.
For 1998, the basic salary has been set by the Board of Directors under the 
respective agreements as $175,425 for Mr. Ryan, $137,025 for Mr. Williams and
$137,025 for Mr. Rettinger.  Each Named Executive is also entitled to be paid
an annual bonus equal to 2.5% of the Company's net pre-tax earnings for any 
year in which the Company's net pre-tax earnings exceed $300,000.  The 
Company has been required to establish a deferred compensation plan, 
described below, for the Named Executives and to fund such plan with an
annual contribution of $30,000 commencing in 1994, subject to adjustment for 
inflation.   Commencing January 1, 2004, each of the three executive officers
will vest and be entitled to receive an annual payment equal to $60,000 for 
Mr. Ryan and $40,000 for Mr. Rettinger and Mr. Williams per year upon 
retirement from the company and continuing for 10 years payable on July 1st
of each year.

    In the event of a change in control of the Company, each Named Executive
has the right within six months after such change of control to elect to 
terminate his employment under his employment agreement and receive severance
compensation equal to the sum of his basic salary plus an amount equal to the
average bonus paid to him over the preceding three years as provided in the 
agreement multiplied by the remaining years of the employment agreement,

provided, however, that the minimum severance compensation must not be less than
the amount equal to three years of basic compensation plus an amount equal to 
three times the average bonus paid to such person over the preceding
three-year period.

    Each employment agreement also provides that if the Company obtains the 
right to sell working interests in any drilling program, the Named Executive
is entitled to participate as an investor in such oil and gas drilling project
subject to the prior approval by the Board of Directors of the terms of any 
such participation.

    Each employment agreement contains a standard non-disclosure covenant. 
Each employment agreement also provides that the Named Executive is 
prohibited during the term of his employment and for a period of one year
following his termination from engaging in any business that is competitive
with the Company's oil and gas drilling business in West Virginia, unless 
his termination results from a change of control of the Company.  During any
period for which the non-competition provision prohibits the officer from 
pursuing activities that would compete with the Company's business as 
provided in the agreement following termination of the agreement, the Company is
required to pay the officer his basic salary and bonus as provided in the 
agreement.

    In the event of termination under the terms of the agreement, the Company 
will be required to loan to the officer funds equal to the exercise price of 
all options held by the Named Executive under the Company's stock option
plans, which loan, if made, must be repaid within nine months and will bear 
interest at the prime rate then in effect.

    Each employment agreement may be terminated for cause for willful 
misfeasance or malfeasance, disregard of the Named Executive's duties or 
negligence related to the performance of his duties, if so determined by a
court of competent jurisdiction.  Also, the Company may terminate the 
employment agreement without cause, in which case the Company must either 
(i) reassign the Named Executive to a comparable executive position or 
designate him as a consultant for the remaining term of his agreement (ii)
pay him liquidated damages in an amount equal to his then basic salary for
the remaining term of the employment agreement, with a minimum payment equal 
to twelve months of basic salary.

    The Company has entered into stock redemption agreements with each of the
Named Executives.  The agreements require the Company to maintain life 
insurance policies on each of them in the amount of $1 million.  At the election
of the Named Executive's estate or heirs made within one year of such person's 
death, the Company must utilize the proceeds from such insurance policies to 
purchase from his estate or heirs all or a portion of his shares of the
Company's Common Stock owned by him, including shares subject to outstanding
stock options or warrants owned by such Named Executive at the time of his 
death, up to an aggregate sale price of $1 million.  The purchase price
for such shares of Common Stock will be based upon the average closing asked
price for the Company's Common Stock as quoted by Nasdaq during a specified 
period.  The Company is not required to purchase any shares in excess of the
amount provided by such insurance policies.  If the Named Executive's estate
or heirs elect not to sell any or all of the shares to the Company, the 
estate or heirs will be precluded from selling the shares to anyone for a
period of two years after the date of the person's death, except that the
shares may be transferred into the names of the decedent's heirs and 
beneficiaries and the stock sold pursuant to Rule 144 under the Securities 
Act.  If the Named Executive terminates his employment with the Company or 
disposes of all of all or substantially all of his shares of Common Stock in
the Company, the Named Executive has the right to purchase his respective 
insurance policy for a price equal to the cash surrender value of the policy
as of the date of such event.  If the Named Executive fails to purchase the
policy within ninety days after such event, the Company may cancel all 
policies covering the life of the Name Executive.  The stock redemption
agreements will terminate upon bankruptcy or cessation of business
by the Company.

    Mr. Ryan, Mr. Williams and Mr. Rettinger are also the participants in the 
Company's deferred bonus compensation plan.  Under this plan, the Company's 
Board of Directors must declare a year-end bonus for each participant, the 
receipt of which is automatically deferred pursuant to the plan, unless prior
 to the beginning of a particular year, the participant enters into a 
voluntary bonus compensation agreement under which he irrevocably
elects to receive his year-end bonus as cash compensation, payable as soon as
 practicable following the end of the year.  The amount of the participant's 
year-end
 
bonus is a minimum of $30,000 or such greater amount as may be declared by the 
Board of Directors.  The participant also has the right to elect to defer 
receipt of his other bonus compensation under this plan.  Any bonus
compensation deferred under this plan will not be paid until such 
participant's retirement, or upon termination of employment, disability or 
death or upon hardship, as provided in the plan.  A trustee selected by the
Board of Directors maintains accounts for each participant under the plan. 
The Company has reserved the right to terminate the deferred bonus 
compensation plan, in whole or in part, at any time and without liability 
for such termination or discontinuance.

Stock Option Plans

    Under the Company's incentive stock option plans, options to purchase
shares of Common Stock of the Company may be granted to certain officers and 
key employees of the Company, which options are intended to qualify as
incentive stock options under the provisions of the Internal Revenue Code.
Under the plan adopted in 1997, the Company granted options for an aggregate 
of 500,000 shares of Common Stock at an exercise price of 100% of the
fair market value per share of the Company's Common Stock on the date of
grant.  The options may be exercised with respect to one-half of the shares 
granted on or after the first anniversary of the date of grant and with 
respect to the other one-half of the shares granted on or after the second 
anniversary of the date of grant.  Options will expire ten years from the 
date of grant if not exercised.  A dissolution or liquidation of the Company
or a merger or consolidation in which the Company is not the surviving 
corporation will cause each outstanding option to terminate, provided that 
each optionee, in such event, will have the right immediately prior to said
dissolution or liquidation or merger or consolidation to exercise his option
 in whole or in part without regard to any installment vesting provisions 
with respect to such options.  

Key-Man Life Insurance

    The Company maintains key-man life insurance policies on the lives of 
Messrs. Ryan, Williams and Rettinger in the amounts of $5.0 million, $1.0 
million, and $1.0 million, respectively.  The Company is the beneficiary of 
each policy.

Employee 401k and Profit Sharing Plan

    In 1987, the Company established a retirement plan qualified under Section 
401(k) of the Internal Revenue Code. The plan is funded by employee 
contributions and a company matching contribution.  Administrative costs of the
plan are borne by the Company.  The employees choose from four investment 
programs and, therefore, the amount of an individual's plan assets depends
 on the amount of their contributions and the performance by their chosen
investments.

    In 1992, the Company began a Profit Sharing Retirement plan to supplement
the 401(k) Plan.  Contributions are dependent on corporate profitability and 
are at the discretion of the Board of Directors of the Company.  The
Company filed and qualified the plan with the Internal Revenue Service.  

Stockholder Performance Graph

    The following graph illustrates the performance of Petroleum Development 
Corporation common stock over a five year period compared to the performance 
of the NASDAQ Index and a peer group index.  The peer group index
consists of 173 Crude Petroleum and Natural Gas Companies.  The table 
includes the cumulative shareholder return assuming the reinvestment of
dividends.


                                        Petroleum Development Corporation
                                             Stock Performance Graph



500.0


400.0


300.0


200.0


100.0


0.0

<TABLE>
<C>                                  <C>                <C>                   <C>              <C>                <C>         <C>
                                  12/31/93            12/31/94           12/31/95           12/31/96          12/31/97     12/31/98

                                   1993                  1994              1995               1996              1997         1998

Petroleum
Development
Corporation          100.0         70.37                96.30            248.15              311.11            181.48


Industry Index       100.0        104.80               115.26            153.26              155.34            124.43


Broad Market
 Index               100.0        104.99               136.18            169.23              207.00            291.96
</TABLE>




               SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding ownership of the
Company's Common Stock as of March 31, 1999 by (a) each person known by the 
Company to own beneficially more than 5% of the outstanding shares of Common 
Stock; (b) each director of the Company; (c) each Named Executive; (d) all 
directors and executive officers as a group.

<TABLE>
<C>                                                                                    <C>              <C>
 
                                                                                                   Beneficial Ownership (1)
Name and Address                                                                   Number           Percent

Fidelity Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,255,000           8.0
82 Devonshire Street
Boston, MA 02109

James N. Ryan(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      954,501           6.0
103 East Main Street
Bridgeport, WV 26330

Steven R. Williams(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .564,893           3.5
103 East Main Street
Bridgeport, WV 26330

Dale G. Rettinger(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .520,161           3.3
103 East Main Street
Bridgeport, WV 26330

Roger J. Morgan(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,500           *

Vincent F. D'Annunzio(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,600           *

Jeffrey C. Swoveland(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,094           *

All directors and executive officers as a
 group (6 persons)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,187,749          13.3
      
* Less than 1%
</TABLE>

(1)        Includes shares over which the person currently holds or shares 
           voting or investment power.  Unless otherwise indicated in the 
           footnotes to this table, the persons named in this table have 
           sole voting and investment power with respect to the shares 
           beneficially owned.  

(2)        Includes 219,738 shares owned jointly with Mr. Ryan's wife, 379,750
           shares owned by Mr. Ryan's wife and 64,258 shares owned by Mr. 
           Ryan's wife as guardian for their minor grandchildren.  The 
           balance of the shares are owned solely by Mr. Ryan.  Also 
           includes options to purchase 234,334 shares of Common  Stock that
           Mr. Ryan can currently exercise or that will become exercisable 
           within 60 days.  Excludes 54,000 shares underlying options granted
           on July 15, 1997 exercisable after such 60-day period.

(3)        Includes options to purchase 231,000 shares that such person can 
           currently exercise or that will become exercisable within 60 days.
           Excludes 54,000 shares underlying options granted to such person 
           on July 15, 1997 exercisable after such 60-day period.

(4)        Includes options to purchase 47,500 shares that Mr. Morgan can 
           currently exercise or that will become exercisable within 60 days.

(5)        Includes options to purchase 13,600 shares that Mr. D'Annunzio can
           currently exercise or that will become exercisable within 60 days.

(6)        Includes options to purchase 3,550 shares that Mr. Swoveland can 
           currently exercise or that will become exercisable within 60 days.

(7)        Includes options to purchase 760,984 shares that such persons can 
           currently exercise or that will become exercisable within 60 days.


Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Exchange Act requires the Company's officers and 
directors, and persons who own more than 10% of a Company's equity 
securities, to file reports of ownership and changes in ownership with the 
Securities and Exchange Commission.  Officers, directors and holders of more 
than 10% of the Common Stock are required by regulations promulgated by the 
Commission pursuant to the Exchange Act to furnish the Company with copies
of all Section 16(a) forms they file.  The Company assists officers and 
directors, and will assist beneficial owners, if any, of more than 10% of the
Common Stock, in complying with the reporting requirements of Section 16(a) of
the Exchange Act.

    Based solely on its review of the copies of such forms received by it, the 
Company believes that since January 1, 1997, all Section 16(a) filing 
requirements applicable to its directors, officers and greater than 10% 
beneficial owners were met.

 
                                PROPOSAL #2

             1999 INCENTIVE STOCK OPTION AND NON-QUALIFIED STOCK OPTION PLAN

    The Board of Directors is submitting to the stockholders for their 
ratification and approval the 1999 Incentive Stock Option and Non-Qualified 
Stock Option Plan (the "1999 Plan"). The 1999 Plan authorizes stock options 
for key individuals associated with the Company for the purpose of adding to
the ability of the Company to attract, retain and further motivate highly 
qualified employees.

    The Board of Directors approved, subject to the approval of the 
stockholders, the 1999 Plan.  The 1999 Plan provides for granting of options
to purchase up to 500,000 shares of the Company's Common Stock.

    The 1999 Plan specifically provides for the grant of stock options which 
qualify as incentive stock options ("Incentive Stock Options") under the 
provisions of section 422A of the Internal Revenue Code of 1954, as amended
(the "Internal Revenue Code").  The federal income tax treatment of Incentive
Stock Options is generally more favorable to optionees than the treatment 
accorded other options; it is also less favorable to the Company because
the Company will generally not receive a tax deduction with respect to 
Incentive Stock Options.  (See "Federal Income Tax Treatment" below).  The 
1999 Plan also provides for the grant of Non-Qualified Stock options.

    The following summary provides a description of the significant 
provisions of the 1999 Plan.  A copy of the 1999 Plan is attached to this 
proxy statement as Appendix A.

Stock Options

    Under the 1999 Plan, the Company may grant options to purchase Common Stock
to key employees and directors of the Company.  Such options will be in the 
form of Incentive Stock Options or Non-Qualified Stock Options.  The 1999 
Plan provides that the exercise price of each option will be not less than
100% of the fair market value of the shares of Common Stock of the Company on
the date of granting of the option.  During such time as such stock is listed
upon an established stock exchange the fair market value per share shall be 
the mean closing price of the Common Stock in the New York over-the-counter 
market on the day the option is granted, as reported by the National 
Association of Securities Dealers, Inc. discounted for permanent restrictions
on such stock as determined by investment and/or banking institutions.

    The 1999 Plan provides that the term of options granted under the 1999 
Plan will be 10 years, that, the options will not be exercisable before at 
least 6 months and after the date it is granted, and that the option will 
not be transferable except as specifically provided in the Plan.

    Options granted under the 1999 Plan may be exercised upon payment to the
Company of the exercise price of the option in cash or, at the sole option of
the Company, by tendering to the Company shares of the Common Stock
already owned and held for six months equal in fair market value to the 
exercise price of that option.

    Under present accounting rules, neither the grant nor the exercise of
options would result in a charge against earnings.  

    Incentive Stock Options are also subject to the following limitations: (i)
Incentive Stock Options may not be granted at less than 100% of fair market 
value at the time of grant; and (ii) The aggregate fair market value of stock
for which an individual may be granted Incentive Stock Option in any calendar
year may not exceed $100,000 plus any unused limited carryover (as determined
pursuant to Section 422A of the Internal Revenue Code).

Limitations on Number of Shares

    The total number of shares that may be issued pursuant to the stock options
under the 1999 Plan cannot exceed 500,000 shares of Common Stock.  Shares not 
issued pursuant to stock options because of their lapse, termination, 
cancellation, forfeiture, or for other reasons, will again be available for
use under the 1999 Plan.

Other Material Facts and Provisions

    It is contemplated that authorized but unissued shares will be used under 
the 1999 Plan, but the 1999 Plan also permits the use of treasury shares, 
including any shares reacquired by the Company for the purpose of the 1999
Plan.  The Board of Directors may delegate any or all of its powers under 
the 1999 Plan to the Committee appointed by the Board.

    The 1999 Plan is not intended to be a substitute for any other plan,
practice or arrangement for payment of compensation or fringe benefits, 
including any insurance, death benefit, stock purchase, incentive 
compensation or bonus plan, and such plans, practices or arrangements may be
continued or adopted, and payments made thereunder, independently of the 
1999 Plan.

    It is not possible at this time to state to whom stock incentives will be
granted under the 1999 Plan or the value or number of shares subject to any 
particular stock incentive, since these matters have not yet been determined
and cannot be determined at the present time.  Among those who may qualify 
as recipients will be officers of the Company and other key employees in the
executive, administrative, professional and technical positions.  The Board
will grant stock incentives on the basis of the individuals' responsibilities
and present and potential contributions to the success of the Company.  The 
Company anticipates that approximately 20 officers and key employees may
be eligible for the stock option plan.

    The Board of Directors of the Company may, insofar as permitted by law, 
from time to time, with respect to any shares at the time not subject to 
options, suspend or discontinue the 1999 Plan or revise or amend it in any
respect whatsoever except that, without approval of the stockholders, no 
such revision or amendment shall change the number of shares subject to the 
1999 Plan, change the designation of the class of employees eligible to 
receive options, decrease the price at which options may be granted, or 
remove the administration of the 1999 Plan from the Committee.   

    The Company's Common Stock is traded on the National Market System of
NASDAQ.  On June 10, 1999, the closing price for the Company's Common Stock 
as reported on NASDAQ was $4.46875.

Federal Income Tax Treatment

    The Company believes that under present law, the federal income tax 
treatment of incentive stock options under the 1999 Plan should be generally 
as follows:

    An employee who is granted an Incentive Stock Option under the 1999 Plan
should not be subject to federal income tax upon the grant of the option.  
In the event of a sale of the shares received upon exercise of a stock
option, any appreciation of the shares received above the exercise price 
should qualify as ordinary income for the taxable year in which the sale 
occurs.  The Company would not be entitled to a tax deduction with respect to
the grant or exercise of a stock option nor with respect to any disposition 
of such shares.  Income will be realized only to the extent the amount
 received upon sale exceeds the employee's adjusted basis for the stock. 
 The Company will be entitled to a tax deduction in the amount of the 
ordinary income realized by the employee (assuming any federal income 
withholding requirements are satisfied).

 
               THE BOARD OF DIRECTORS RECOMMEND A VOTE "FOR" PROPOSAL 2.



                                   PROPOSAL #3

                 RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

    At the Meeting, the Stockholders of the Company will be asked to ratify 
the Board of Directors' selection of KPMG LLP as the Company's certified 
public accountants for the fiscal year ended December 31, 1999.  KPMG
LLP conducted the audit for the fiscal year ended December 31, 1998.  A 
representative of KPMG LLP will be present at the Meeting, will have an 
opportunity to make statements if he so desires, and will be available
to respond to appropriate questions.

                              Vote Required

    A majority of the votes cast at the Annual Meeting, in person or by proxy, 
is required for the ratification of the Board of Directors' selection of 
independent accountants.  Abstentions and broker non-votes will not be 
considered as votes cast with respect to the ratification of the Board of 
Directors' selection of independent accountants.                        

 
            THE BOARD OF DIRECTORS RECOMMEND A VOTE "FOR" PROPOSAL #3

                              OTHER BUSINESS

    As of the date of this Proxy Statement, management of the Company is not
aware of any matters to be brought before the Annual Meeting other than the 
matters set forth in this Proxy Statement.  However, if other matters
properly come before the Meeting, it is the intention of the proxy holders
named in the enclosed form of proxy to vote in accordance with their 
discretion on such matters pursuant to such proxy.

General

    The enclosed Proxy is solicited by the Company's Board of Directors.
  The Company expects to solicit proxies primarily by mail, but solicitation 
may also be made personally, by telephone or by telegraph, by regularly
employed officers and employees of the Company who will receive no extra
compensation for doing so.

    The Company will request brokers and other custodians, nominees and 
fiduciaries to forward proxy soliciting material to, and obtain instructions 
from, the beneficial owners of shares held by record by such persons and will
reimburse reasonable out-of-pocket expenses.  The Company will bear all costs
of proxy solicitation.

Stockholder Proposals for 2000 Annual Meeting

    Stockholder proposals must be received by the Company at its principal 
executive office on or prior to March 1, 2000 in order to be included in the
Company's proxy statement for the 2000 annual meeting of stockholders.

                                        By Order Of The Board of Directors


                                        James N. Ryan
                                        Chairman

Dated: July 6, 1999
    THE COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY PERSON WHO IS A RECORD OR
BENEFICIAL HOLDER OF COMMON STOCK OF THE COMPANY, ON WRITTEN REQUEST OF SUCH
PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998 INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO,
WHICH THE COMPANY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.  COPIES MAY
BE OBTAINED BY WRITING TO CORPORATE COMMUNICATIONS DEPARTMENT, PETROLEUM
DEVELOPMENT CORPORATION, P.O. BOX 26, BRIDGEPORT, WEST VIRGINIA  26330.

                                               Exhibit A








                                     PETROLEUM DEVELOPMENT CORPORATION
                                       1999 INCENTIVE STOCK OPTION
                                                  AND
                                    NON-QUALIFIED STOCK OPTION PLAN












                                                                 April 1999












                                                              TABLE OF CONTENTS




PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

SECTION 1 - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . .3

SECTION 2 - ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . .4

SECTION 3 - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . .5

SECTION 4 - STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

SECTION 5 - GRANTING OF OPTIONS . . . . . . . . . . . . . . . . . . . . .5

SECTION 6 - ANNUAL LIMIT. . . . . . . . . . . . . . . . . . . . . . . . .5

SECTION 7 - TERMS AND CONDITIONS OF OPTIONS . . . . . . . . . . . . . .  5

SECTION 8 - OPTION AGREEMENTS OTHER PROVISIONS. . . . . . . . . . . . . .8

SECTION 9 - CAPITAL ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . .9

SECTION 10 - AMENDMENT OR DISCONTINUANCE OF THE PLAN. . . . . . . . . . .9

SECTION 11 - TERMINATION OF PLAN. . . . . . . . . . . . . . . . . . . . 10

SECTION 12 - SHAREHOLDER APPROVAL . . . . . . . . . . . . . . . . . . . 10

SECTION 13 - MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 14 - CHANGE IN CONTROL. . . . . . . . . . . . . . . . . . . . . 11


                                     PETROLEUM DEVELOPMENT CORPORATION
                                     1999 INCENTIVE STOCK OPTION AND
                                     NON-QUALIFIED STOCK OPTION PLAN

                                                  PURPOSE

This PETROLEUM DEVELOPMENT CORPORATION 1999 INCENTIVE STOCK OPTION AND NON-
QUALIFIED STOCK OPTION PLAN is intended to provide a means whereby PETROLEUM
DEVELOPMENT CORPORATION may, through the grant of Options to purchase Common
Stock of the Company to Key Employees, attract and retain such Key Employees
and motivate such Key Employees to exercise their best efforts on behalf of 
the Company and of any Related Corporation.

SECTION 1- DEFINITIONS

                     As used in the Plan the following words and terms shall 
have the meaning hereinafter set forth unless the context clearly indicates 
otherwise:

                     (a)        Board. The term "Board" shall mean the Board of
 Directors of the Company.

                     (b)        Code. The term "Code" shall mean the Internal
 Revenue Code of 1986, as amended.

                     (c)        Committee. The term "Committee" shall mean 
the Company's Stock Option Committee which shall consist of not less than 
two (2) directors of the Company and who shall be appointed by, and shall
serve at the pleasure of, the Board. Each member of such Committee, while
serving as such, shall be deemed to be acting in his or her capacity as a
director of the Company. The Committee shall be subject to the following 
additional rules:

                                (1)        Each member of the Committee shall
                     be an "outside director" within the meaning of Treas. 
                     Reg. paragraph 1.162-27(e)(3) or any successor thereto.

                                (2)        Each member of the Committee shall
                     be a Non-Employee Director.

                     (d)        Common Stock. The term "Common Stock" shall 
           mean the common stock of the Company, par value $.01 per share.

                     (e)        Company. The term "Company" shall mean 
           PETROLEUM DEVELOPMENT CORPORATION.

                     (f)        Exchange Act. The term "Exchange Act" shall
           mean the Securities Exchange Act of 1934, as amended.

                     (g)        Fair Market Value. The term "Fair Market 
           Value" shall mean the fair market value of the optioned shares of 
           Common Stock arrived at by a good faith determination of the 
           Committee and shall be, on any date on which "Fair Market Value" 
           is to be determined, the closing price of the Common Stock,
           as reported in The Wall Street Journal (or if not so reported, as
           otherwise reported by the National Association of Securities 
           Dealers Automated Quotation ("NASDAQ") System), or if the Common 
           Stock is not reported by NASDAQ, the "Fair Market Value" shall be
           determined by the Committee in accordance with the provisions of 
           section 422 of the Code

                     (h)        Incentive Stock Option. The term "Incentive 
           Stock Option" ("ISO") shall mean an option which, at the time such
           option is granted under the Plan, qualifies as an ISO within the 
           meaning of section 422 of the Code and is designated as an ISO in
           the Option Agreement.

                     (i)        Key Employees. The term "Key Employees" shall
           mean officers and other key employees of the Company or of a 
           Related Corporation.

                     (j)        Non-Employee Director. The term "Non-Employee 
           Director" shall mean a director who:

                                (1)        Is not currently an officer (as 
                    defined in 17 CFR 240.16a-1(f)) of, or otherwise currently 
                    employed by, the Company or a parent or subsidiary of the 
                    Company within the meaning of 17 CFR 240.1 6b-3(b)(3),

                                (2)        Does not receive compensation,
                     either directly or indirectly, from the Company or a 
                     parent or subsidiary of the Company within the meaning
                     of 17 CFR 240.16b-3(b)(3) for services rendered as a 
                     consultant or in any other capacity other than as a 
                     director, except for an amount that does not exceed the 
                     dollar amount for which disclosure would be required 
                     under 17 CFR 229.404(a),

                                (3)        Does not possess an interest in any
                     other transaction for which disclosure would be required
                     pursuant to 17 CFR 229.404(a), and

                                (4)        Is not engaged in a business 
                     relationship for which disclosure would be required
                     pursuant to 17 CFR 229.404(b).

                     (k)        Non-Qualified Stock Option. The term 
           "Non-Qualified Stock Option" ("NQSO") shall mean an option which, 
           at the time such option is granted, does not qualify as an ISO, 
           and/or is designated as an NQSO in the Option Agreement.

                     (l)        Optionee. The term "Optionee" shall mean a 
           Key Employee to whom an Option has been granted.

                     (m)        Options. The term "Options" shall mean 
           Incentive Stock Options and Non-Qualified Stock Options.

                     (n)        Option Agreement. The term "Option Agreement"
           shall mean a written document evidencing the grant of an Option, as
           described in Section 8.

                     (o)        Plan. The term "Plan" shall mean the 
           PETROLEUM DEVELOPMENT CORPORATION 1999 INCENTIVE STOCK OPTION AND
           NON-QUALIFIED STOCK OPTION PLAN, as set forth herein and as 
           amended from time to time.

                     (p)        Related Corporation. The term "Related 
           Corporation" shall mean either a corporate subsidiary of the
           Company, as defined in section 424(f) of the Code, or the 
           corporate parent of the Company, as defined in section 424(e) of 
           the Code.

                      Notwithstanding Sections 1(h) and (k), if the Option is
           not designated in the Option Agreement as an ISO or NQSO, the 
           Option shall constitute an ISO if it complies with the terms of 
           section 422 of the Code, and otherwise, it shall constitute an 
           NQSO.

                           SECTION 2 - ADMINISTRATION

    The Plan shall be administered by the Committee. The Committee shall have 
full authority, subject to the terms of the Plan, to select the Key Employees 
to be granted ISOs and/or NQSOs under the Plan, to grant Options on behalf of 
the Company and to set the date of grant and the other terms of such Options. 
The Committee may correct any defect, supply any omission and reconcile any 
inconsistency in this Plan and in any Option granted hereunder in the manner
and to the extent it shall deem desirable. The Committee also shall have the
authority to establish such rules and regulations, not inconsistent with the
provisions of the Plan, for the proper administration of the Plan, and to 
amend, modify or rescind any such rules and regulations, and to make such 
determinations and interpretations under, or in connection with, the Plan,
as it deems necessary or advisable. All such rules, regulations, 
determinations and interpretations shall be binding and conclusive upon the 
Company, its shareholders and all employees, and upon their respective legal
representatives, beneficiaries, successors and assigns and upon all other 
persons claiming under or through any of them.

   No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option 
granted under it.

                         SECTION 3 - ELIGIBILITY

  The class of employees who shall be eligible to receive Options under the 
Plan shall be the Key Employees (including any directors who also are full-
time officers of the Company and/or of a Related Corporation). More than one
Option may be granted to a Key Employee under the Plan.

                         SECTION 4 - STOCK

  Options may be granted under the Plan to purchase up to a maximum of five 
hundred thousand (500,000) shares of the Company's Common Stock, subject to 
adjustment as hereinafter provided; provided, however, that no Key Employee 
shall receive Options for more than one hundred thousand (100,000) shares of
the Company's Common Stock over any one (1) year period. Shares issuable 
under the Plan may be authorized but unissued shares or reacquired shares,
 and the Company may purchase shares required for this purpose, from time
to time, if it deems such purchase to be advisable.

 If any Option granted under the Plan expires or otherwise terminates for any 
reason whatever (including, without limitation, the Key Employee's surrender 
thereof) without having been exercised, the shares subject to the unexercised
portion of such Option shall continue to be available for the granting of 
Options under the Plan as fully as if such shares had never been subject to 
an Option; provided, however, that (a) if an Option is cancelled, the 
cancelled Option is counted against the maximum number of shares for which 
Options may be granted to an employee, and (b) if the Option price is reduced
after the date of grant, the transaction is treated as a cancellation of an 
Option and the grant of a new Option for purposes of counting the maximum 
number of shares for which Options may be granted to a Key Employee.

                    SECTION 5 - GRANTING OF OPTIONS

  From time to time until the expiration or earlier suspension or 
discontinuance of the Plan, the Committee may, on behalf of the Company, 
grant to Key Employees under the Plan such Options as it determines
are warranted; provided, however, that grants of ISOs and NQSOs shall be
separate and not in tandem. The granting of an Option under the Plan shall 
not be deemed either to entitle the Key Employee to, or to disqualify the Key
Employee from, any participation in any other grant of Options under the 
Plan. In making any determination as to whether a Key Employee shall be 
granted an Option and as to the number of shares to be covered by such Option,
the Committee shall take into account the duties of the Key Employee, his or 
her present and potential contributions to the success of the Company or a 
Related Corporation, and such other factors as the Committee shall deem
relevant in accomplishing the purposes of the Plan. Moreover, the Committee 
may provide in the Option that said Option may be exercised only if certain 
conditions, as determined by the Committee, are fulfilled.

                      SECTION 6 - ANNUAL LIMIT

                     (a)        ISO's.  The aggregate Fair Market Value 
                     (determined as of the date the ISO is granted)
                     of the Common Stock with respect to which ISOs are 
                     exercisable for the first time by a Key Employee during
                     any calendar year (under this Plan and any other ISO 
                     plan of the Company or a Related Corporation) shall not 
                     exceed one hundred thousand dollars ($100,000).

                     (b)        NQSOs.  The annual limit set forth above for 
                     ISOs shall not apply to NQSOs.

                     SECTION 7 - TERMS AND CONDITIONS OF OPTIONS

  The Options granted pursuant to the Plan shall expressly specify whether they 
are ISOs or NQSOs; however, if the Option is not designated in the Option 
Agreement as an ISO or NQSO, the Option shall constitute an ISO if it 
complies with the terms of section 422 of the Code, and otherwise, it shall 
constitute an NQSO. In addition, the Options granted pursuant to the Plan 
shall include expressly or by reference the following terms and conditions, 
as well as such other provisions not inconsistent with the provisions of 
this Plan and, for ISOs granted under this Plan, the provisions of section 
422(b) of the Code, as the Committee shall deem desirable:

                     (a)        Number of Shares. A statement of the number 
                     of shares to which the Option pertains.

                     (b)        Price. A statement of the Option price which
                     shall not be less than the higher of one hundred percent
                     (100%) (one hundred ten percent (110%) in the case of 
                     more than ten percent (10%) shareholders as discussed in
                     (j) below) of the Fair Market Value of the optioned 
                     shares of Common Stock, or the par value thereof, on 
                     the date the Option is granted.

                     (c)        Term.

                                (1)        ISOs. Subject to earlier termination 
                     as provided in Subsections (e), (f) and (g) below and in
                     Section 9 hereof, the term of each ISO shall be not more
                     than ten (10) years (five (5) years in the case of more
                     than ten percent (10%) shareholders as discussed in (j)
                     below) from the date of grant.

                                (2)        NQSOs. Subject to earlier 
                     termination as provided in Subsections (e), (f) and
                     (g) below and in Section 9 hereof, the term of each NQSO
                     shall be not more than ten (10) years from the date of 
                     grant.

                     (d)        Exercise.

                                (1)        General. Options shall be 
                     exercisable in such installments and on such dates,
                     not less than six (6) months from the date of grant, as 
                     the Committee may specify, provided that:

                                           (A)        In the case of new 
                                Options granted to a Key Employee in replacement
                                for options (whether granted under the Plan or 
                                otherwise) held by the Key Employee, the new
                                Options may be made exercisable, if so 
                                determined by the Committee, in its
                                discretion, at the earliest date the replaced
                                options were exercisable, but not earlier than
                                six (6) months from the date of grant of the 
                                new Options; and

                                           (B)        The Committee may 
                                accelerate the exercise date of any outstanding
                                Options (including, without limitation, the six
                                (6) month exercise date referred to in (A)
                                above), in its discretion, if it deems such 
                                acceleration to be desirable.

                                                      Any Option shares, the
                                right to the purchase of which has accrued, may
                                be purchased at any time up to the expiration 
                                or termination of the Option. Exercisable
                                Options may be exercised, in whole or in part,
                                from time to time by giving written notice
                                of exercise to the Company at its principal
                                office, specifying the number of shares to be
                                purchased and accompanied by payment in full 
                                of the aggregate Option price for such shares.
                                Only full shares shall be issued under the 
                                Plan, and any fractional share, which might
                                otherwise be issuable upon exercise of an 
                                Option granted hereunder, shall be forfeited.

                                (2)        Manner of Payment. The Option price
                 shall be payable:

                                           (A)        In cash or its equivalent;

                                           (B)        If the Committee, in its
                                discretion, so provides in the Option Agreement
                                (as hereinafter defined) or, in the case of 
                                Options which are not ISOs, if the Committee,
                                in its discretion, so determines at or prior 
                                to the time of exercise, in whole or in part,
                                in Company Common Stock previously acquired 
                                by the Key Employee, provided that if such 
                                shares of Common Stock were acquired through 
                                the exercise of an ISO and are used to pay 
                                the Option price of an ISO, such shares have 
                                been held by the Key Employee for a period of
                                not less than the holding period described in
                                section 422(a)(l) of the Code on the date of
                                exercise, or if such shares of Common Stock 
                                were acquired through exercise of an NQSO or 
                                of an option under a similar plan or through 
                                exercise of an ISO and are used to pay the 
                                Option price of an NQSO, such shares have 
                                been held by the Key Employee for a period 
                                of more than one (1) year on the date of 
                                exercise;

                                           (C)        If the Committee, in its
                                discretion, so provides in the Option Agreement
                                or, in the case of Options which are not ISOs, 
                                if the Committee, in its discretion, so 
                                determines at or prior to the time of 
                                exercise, in any combination of (A) and (B) 
                                above.

                                In the event such Option price is paid, in 
                     whole or in part, with shares of Common Stock, the 
                     portion of the Option price so paid shall be equal to 
                     the Fair Market Value on the date of exercise of the 
                     Option, of the Common Stock surrendered in payment of
                     such Option price.

                     (e)        Termination of Employment. If a Key Employee's
           employment by the Company (and Related Corporations) is terminated 
           by either party prior to the expiration date fixed for his or her 
           Option for any reason other than death or disability, such Option 
           may be exercised, to the extent of the number of shares with 
           respect to which the Key Employee could have exercised it on the 
           date of such termination, or to any greater extent permitted by 
           the Committee, by the Key Employee at any time prior to the earlier
           of:

                                (1)        The expiration date specified in
                     such Option; or

                                (2)        Three (3) months after the date of
                     such termination of employment.

                     (f)        Exercise upon Disability of Key Employee. If a
           Key Employee shall become disabled (within the meaning of section 
           22(e)(3) of the Code) during his or her employment and, prior to the
           expiration date fixed for his or her Option, his or her employment 
           is terminated as a consequence of such disability, such Option may 
           be exercised, to the extent of the number of shares with respect 
           to which the Key Employee could have exercised it on the date of 
           such termination, or to any greater extent permitted by the 
           Committee, by the Key Employee at any time prior to the earlier of:

                                (1)        The expiration date specified in 
                     such Option; or

                                (2)        One (1) year after the date of such
                     termination of employment. In the event of the Key 
                     Employee's legal disability, such Option may be so 
                     exercised by the Key Employee's  legal representative.


                     (g)        Exercise upon Death of Key Employee. If a Key 
           Employee shall die during his or her employment, and prior to the 
           expiration date fixed for his or her Option, or if a Key Employee 
           whose employment is terminated for any reason, shall die following
           his or her termination of employment but prior to the earliest of:

                                (1)        The expiration date fixed for his
                     or her Option; 

                                (2)        The expiration of the period 
                     determined under Subsections (e) and (f) above; or

                                (3)        In the case of an ISO, three (3)
                     months following termination of employment, such Option 
                     may be exercised, to the extent of the number of shares 
                     with respect to which the Key Employee could have 
                     exercised it on the date of his or her death, or to any
                     greater extent permitted by the Committee, by the Key 
                     Employee's estate, personal representative or beneficiary
                     who acquired the right to exercise such Option by 
                     bequest or inheritance or by reason of the death
                     of the Key Employee, at any time prior to the earlier of:

                                           (A)        The expiration date 
                                specified in such Option; or

                                           (B)        An accelerated 
                                termination date determined by the committee, 
                                in its discretion except that, subject to 
                                Section 9 hereof, such accelerated 
                                termination date shall not be earlier than 
                                one (1) year, nor later than three (3) years
                                after the date of death.

                     (h)        Non-Transferability

                                (1)        ISOs.  No ISO shall be assignable
                     or transferable by the Key Employee otherwise than by 
                     will or by the laws of descent and distribution, and 
                     during the lifetime of the Key Employee, the ISO shall
                     be exercisable only by him or by his or her guardian or
                     legal representative. If the Key Employee is married at
                     the time of exercise and if the Key Employee so requests
                     at the time of exercise, the certificate or certificates
                     shall be registered in the name of the Key Employee and
                     the Key Employee's spouse, jointly, with right of 
                     survivorship.

                                (2)        NQSOs. Except as otherwise
                     provided in any Option Agreement, no NQSO shall
                     be assignable or transferable by the Key Employee 
                     otherwise than by will or by the laws of descent and 
                     distribution, and during the lifetime of the Key 
                     Employee, the NQSO shall be exercisable only by him or 
                     by his or her guardian or legal representative. If the 
                     Key Employee is married at the time of exercise and if 
                     the Key Employee so requests at the time of exercise, the
                     certificate or certificates shall be registered in the 
                     name of the Key Employee and the Key Employee's spouse, 
                     jointly, with right of survivorship.

                     (i)        Rights as a Shareholder. A Key Employee shall
           have no rights as a shareholder with respect to any shares covered
           by his or her Option until the issuance of a stock certificate to 
           him or her for such shares.


                     (j)        Ten Percent Shareholder. If the Key Employee
           owns more than ten percent (10%) of the total combined voting 
           power of all shares of stock of the Company or of a Related 
           Corporation at the time an ISO is granted to such Key Employee,
           the Option price for the ISO shall be not less than one
           hundred ten percent (110%) of the Fair Market Value of the 
           optioned shares of Common Stock on the date the ISO is granted, 
           and such ISO, by its terms, shall not be exercisable after the 
           expiration of five (5) years from the date the ISO is granted. 
           The conditions set forth in this Subsection (j) shall not apply
           to NQSOs.

                     (k)        Listing and Registration of Shares. Each Option
           shall be subject to the requirement that, if at any time the 
           Committee shall determine, in its discretion, that the listing, 
           registration or qualification of the shares covered thereby upon 
           any securities exchange or under any state or federal law, or the
           consent or approval of any governmental regulatory body, is  
           necessary or desirable as a condition of, or in connection with, 
           the granting of such Option or the purchase of shares thereunder,
           or that action by the Company or by the Key Employee should be 
           taken in order to obtain an exemption from any such requirement,
           no such Option may be exercised, in whole or in part, unless and
           until such listing, registration, qualification, consent, 
           approval, or action shall have been effected, obtained, or taken 
           under conditions acceptable to the Committee. Without limiting the
           generality of the foregoing, each Key Employee or his or her legal
           representative or beneficiary may also be required to give 
           satisfactory
           assurance that shares purchased upon exercise of an Option are being
           purchased for investment and not with a view to distribution, and 
           certificates representing such shares may be legended accordingly.

                       SECTION 8 -  OPTION AGREEMENTS - OTHER PROVISIONS

                     Options granted under the Plan shall be evidenced by 
Option Agreements in such form as the Committee shall, from time to time, 
approve, which Option Agreements shall contain such provisions, not
inconsistent with the provisions of the Plan for NQSOs granted pursuant 
to the Plan, and such conditions, not inconsistent with section 422(b) 
of the Code or the provisions of the Plan for ISOs granted pursuant to 
the Plan, as the Committee shall deem advisable, and which Option 
Agreements shall specify whether the Option is an ISO or NQSO; provided, 
however, if the Option is not designated in the Option Agreement as an ISO 
or NQSO, the Option shall constitute an ISO if it complies with the terms 
of section 422 of the Code, and otherwise, it shall constitute an NQSO. 
Each Key Employee shall enter into, and be bound by, such Option Agreement.

                       SECTION 9 - CAPITAL ADJUSTMENTS

                     The number of shares which may be issued under the 
Plan, and the maximum number of shares with respect to which options may
be granted during a specified period to any Key Employee under the Plan,
as stated in Section 4 hereof, and the number of shares issuable upon 
exercise of outstanding Options under the Plan (as well as the Option 
price per share under such outstanding Options), shall, subject to the
provisions of section 424(a) of the Code, be adjusted to reflect any 
stock dividend, stock split, share combination, or similar change in
the capitalization of the Company.

                     In the event of a corporate transaction (as that 
term is described in section 424(a) of the Code and the Treasury 
Regulations issued thereunder as, for example, a merger, consolidation,
acquisition of property or stock, separation, reorganization, or 
liquidation), each outstanding Option shall be assumed by the surviving 
or successor corporation or by a parent or subsidiary of such 
corporation if such corporation is the employer corporation (as provided
in section 424(a) of the Code and the regulations thereunder); provided,
however, that, in the event of a proposed corporate transaction, the 
Committee may terminate all or a portion of the outstanding Options if it
determines that such termination is in the best interests of the Company.
If the Committee decides to terminate outstanding Options, the Committee 
shall give each Key Employee holding an Option to be terminated not
less than seven (7) days' notice prior to any such termination by reason
of such a corporate transaction, and any such Option which is to be so 
terminated may be exercised (if and only to the extent that it is then 
exercisable) up to, and including the date immediately preceding such 
termination. Further, as provided in Section 7(d) hereof the Committee, 
in its discretion, may accelerate, in whole or in part, the date on which 
any or all Options become exercisable.

                     The Committee also may, in its discretion, change 
the terms of any outstanding Option to reflect any such corporate 
transaction, provided that, in the case of ISOs, such change is excluded
from the definition of a "modification" under section 424(h) of the Code.

         SECTION 10 - AMENDMENT OR DISCONTINUANCE OF THE PLAN

                     (a)        General.  The Board from time to 
           time may suspend or discontinue the Plan or amend
           it in any respect whatsoever, except that the following
           amendments shall require shareholder approval
           (given in the manner set forth in Section 10(b) below):

                                (1)        With respect to Options,
                      any amendment which would:

                                           (A)        Materially increase 
                                the benefits accruing to directors and 
                                officers, within the meaning of 17 CFR 
                                paragraph 240.16a-l(f) (hereinafter 
                                referred to as "Officers"),
                                under the Plan;

                                           (B)        Materially increase 
                                the number of shares of Common Stock which 
                                may be issued to directors and Officers 
                                under the Plan; or

                                           (C)        Materially modify the 
                                requirements as to eligibility for directors
                                and Officers to participate in the Plan;

                                (2)        With respect to ISOs, any
                       amendment which would:

                                           (A)        Change the class of 
                                 employees eligible to participate in the
                                 Plan;

                                           (B)        Except as permitted 
                                under Section 9 hereof, increase the maximum
                                number of shares of Common Stock with 
                                respect to which ISOs may be granted under
                                the Plan; or

                                           (C)        Extend the duration of
                                the Plan under Section 11 hereof with respect
                                to any ISOs granted hereunder; and

                                (3)        With respect to Options, any 
                     amendment which would require shareholder approval 
                     pursuant to Treas. Reg. paragraph 1.162-27(e)(4)(vi)
                     or any successor thereto.

                                Notwithstanding the foregoing, no such 
                     suspension, discontinuance or amendment shall
                     materially impair the rights of any holder of an 
                     outstanding Option without the consent of such
                     holder.

                     (b)        Shareholder Approval Requirements. 
           Shareholder approval must meet the following requirements:

                                (1)        The approval of shareholders
                     must be by a majority of the outstanding shares
                     of Common Stock present, or represented, and entitled
                     to vote at a meeting duly held in accordance with the
                     applicable laws of the State of Nevada; and

                                (2)        The approval of shareholders 
                     must comply with all applicable provisions of the
                     corporate charter, bylaws, and applicable state law 
                     prescribing the method and degree of shareholder 
                     approval required for the issuance of corporate 
                     stock or options. If the applicable state law does
                     not prescribe a method and degree of shareholder 
                     approval in such case, the approval of shareholders
                     must be effected:

                                           (A)        By a method and in a 
                                degree that would be treated as adequate
                                under applicable state law in the case of 
                                an action requiring shareholder approval
                                (i.e., an action on which shareholders 
                                would be entitled to vote if the action
                                were taken at a duly held shareholders'
                                meeting); or

                                           (B)        By a majority of the 
                                votes cast at a duly held shareholders' 
                                meeting at which a quorum representing a
                                majority of all outstanding voting stock
                                is, either in person or by proxy, present 
                                and voting on the plan.

                        SECTION 11 - TERMINATION OF PLAN

                     Unless earlier terminated as provided in the Plan, 
the Plan and all authority granted hereunder shall terminate absolutely 
at 12:00 midnight on April 14, 2009, which date is within ten (10) years
after the date the Plan was adopted by the Board (or the date the Plan 
was approved by the shareholders of the Company, whichever is earlier),
and no Options hereunder shall be granted thereafter. Nothing contained
in this Section 11, however, shall terminate or affect the continued 
existence of rights created under Options issued hereunder and 
outstanding on March 31,2009 which by their terms extend beyond
such date.

                        SECTION 12 - SHAREHOLDER APPROVAL

                     This Plan shall become effective on April 15, 1999,
provided, however, that if the Plan is not approved by the shareholders 
in the manner described in Section 10(b), within twelve (12) months 
before or after said date, the Plan and all Options granted hereunder 
shall be null and void.

                        SECTION 13 - MISCELLANEOUS

                     (a)        Governing Law. With respect to any ISOs 
           granted pursuant to the Plan and the Option Agreements 
           thereunder, the Plan, such Option Agreements and any ISOs 
           granted pursuant thereto shall be governed by the applicable 
           Code provisions to the maximum extent possible. Otherwise, 
           the operation of, and the rights of Key Employees under, 
           the Plan, the Option Agreements and any Options granted
           thereunder shall be governed by applicable federal law and 
           otherwise by the laws of the State of West Virginia.

                                (b)        Rights. Neither the adoption 
           of the Plan nor any action of the Board or the Committee
           shall be deemed to give any individual any right to be 
           granted an Option, or any other right hereunder, unless and
           until the Committee shall have granted such individual an 
           Option, and then his or her rights shall be only such as 
           are provided by the Option Agreement. Any Option under the 
           Plan shall not entitle the holder thereof to any rights as
           a shareholder of the Company prior to the exercise of such
           Option and the issuance of the shares pursuant thereto. 
           Further, notwithstanding any provisions of the Plan or 
           the Option Agreement with a Key Employee, the Company 
           shall have the right, in its discretion, to retire a
           Key Employee at any time pursuant to its retirement 
           rules or otherwise to terminate his or her employment
           at any time for any reason whatsoever.

                    (c)         Indemnification of Board and Committee. 
         Without limiting any other rights of indemnification which they
         may have from the Company and any Related Corporation, the
         members of the Board and the members of the Committee shall 
         be indemnified by the Company against all costs and expenses
         reasonably incurred by them in connection with any claim, 
         action, suit, or proceeding to which they or any of them may 
         be a party by reason of any action taken or failure to act 
         under, or in connection with, the Plan, or any Option granted 
         thereunder, and against all amounts paid by them in settlement
         thereof (provided such settlement is approved by legal counsel 
         selected by the Company) or paid by them in satisfaction of a 
         judgment in any such action, suit, or proceeding, except a 
         judgment based upon a finding of willful misconduct or 
         recklessness on their part. Upon the making or institution 
         of any such claim, action, suit, or proceeding, the Board or 
         Committee member shall notify the Company in writing, giving
         the Company an opportunity, at its own expense, to handle and
         defend the same before such Board or Committee member undertakes
         to handle it on his or her own behalf.

                    (d)         Application of Funds. The proceeds
         received by the Company from the sale of Common Stock pursuant
         to Options granted under the Plan shall be used for general 
         corporate purposes. Any cash received in payment for shares 
         upon exercise of an Option to purchase Common Stock shall be
         added to the general funds of the Company and shall be used 
         for its corporate purposes. Any Common Stock received in 
         payment for shares upon exercise of an Option to purchase 
         Common Stock shall become treasury stock.

                    (e)         No Obligation to Exercise Option. 
         The granting of an Option shall impose no obligation upon
         a Key Employee to exercise such Option.

                             SECTION 14 - CHANGE IN CONTROL

               All Options shall become fully vested and 
exercisable, upon a Change in Control of the Company.
"Change in Control" shall mean the point in time when any person 
(as such term is used in Section 13 of the Exchange Act and the 
rules and regulations thereunder and including any Affiliate or 
Associate of such person, as defined in Rule 1 2b-2 under the 
Exchange Act, and any person acting in concert with such person)
directly or indirectly acquires or otherwise becomes entitled to
vote more than 50 percent of the voting power entitled to 
be cast at elections for directors of the Company.

         IN WITNESS WHEREOF, PETROLEUM DEVELOPMENT CORPORATION
has caused these presents to be duly executed, under seal, this
15th  day of  April,1999. 

ATTEST:             PETROLEUM DEVELOPMENT CORPORATION [SEAL]

                                                By:                            
          Roger J. Morgan, Secretary             Steven R. Williams, President

Date of Adoption by the Board of Directors:                   April 15, 1999

Date of Approval by Shareholders:Petroleum Development Corporation

                          Proxy Solicited by the Board of Directors 
                             For Annual Meeting of Stockholders

The undersigned hereby appoints JAMES N. RYAN and ROGER J. MORGAN or either of
them, proxies, each with full power to act without the other and with full
power of substitution for and in the name of the undersigned at the Annual
Meeting of Stockholders of Petroleum Development Corporation (the "Company")
to be held on August 20, 1999 at 10:00 A.M. and at any adjournment thereof to
vote all shares of the Common Stock of the Company, held by the undersigned
with respect to the following questions and on such other matters as may
properly  come before the meeting.

(1)      ELECTION OF DIRECTORS

          FOR all nominees listed below (except as marked to the contrary
           below)
          WITHHOLD AUTHORITY to vote for all nominees listed below
                                      Dale G. Rettinger, Jeffrey C. Swoveland

(INSTRUCTION:  To withhold authority to vote for any nominee, circle that
nominee's name above.

(2)      To ratify and approve the Company's 1999 Incentive Stock Option Plan.
                     FOR   AGAINST   ABSTAIN

(3)      To ratify and approve the selection of independent public accountants
         for the  Company for the fiscal year ending December 31, 1999.
                      FOR   AGAINST   ABSTAIN

                            (CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement for such meeting dated August 20, 1999 and a
copy of the Company's 1998 Annual Report.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
PRIOR TO ITS EXERCISE.  THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL
BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION
IS INDICATED, IT WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4.


                                                                     , 1999 

                                                                         

                                   (Please sign EXACTLY as your name appears 
                                   hereon) when signing as a representative
                                   capacity, please give full title.

IMPORTANT INFORMATION IS CONTAINED ON OTHER SIDE OF THIS CARD, PLEASE READ
BOTH SIDES OF THIS CARD, SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE.