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
July 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:

                                                                                                                  
                                                        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

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").

                                                                                                  
                                         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




(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.

Compensation 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.

                                                                                                              
                          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          -

(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

                                                                                                            
                                  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



               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.

                                                                                                  
                                                                                                    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%

(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.