CONFORMED COPY




                                           UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION

                                      Washington, D.C. 20549

                                             FORM 10-Q
                                                            

                     [X] Quarterly Report Pursuant to Section 13 or 15(d) of 
                              the Securities and Exchange Act of 1934
                                For the period ended June 30, 2000

                                                OR

                     [ ] Transition Report Pursuant to Section 13 of 15(d) of 
                             the Securities and Exchange Act of  1934
                         For the transition period from         to        

                                   Commission file number 0-7246

                         I.R.S. Employer Identification Number 95-2636730

                                 PETROLEUM DEVELOPMENT CORPORATION
                                      (A Nevada Corporation)
                                       103 East Main Street
                                       Bridgeport, WV 26330
                                     Telephone: (304) 842-6256

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  XX   No      

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date: 16,241,364 shares of the
Company's Common Stock ($.01 par value) were outstanding as of June 30,
2000.
                        PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES
                                                 
                                               INDEX




PART I - FINANCIAL INFORMATION                                        Page No.


  Item 1.  Financial Statements

             Independent Auditors' Review Report                         1

             Condensed Consolidated Balance Sheets -
             June 30, 2000 and December 31, 1999                         2

             Condensed Consolidated Statements of Income - Three 
             Months and Six Months Ended June 30, 2000 and 1999          4

             Condensed Consolidated Statements of Cash Flows- Six
             Months Ended June 30, 2000 and 1999                         5

             Notes to Condensed Consolidated Financial Statements        6


 Item 2.     Management's Discussion and Analysis of Financial 
             Condition and Results of Operations                         8


PART II      OTHER INFORMATION


 Item 1.     Legal Proceedings                                         12 


 Item 6.     Exhibits and Reports on Form 8-K                          12











                                  PART I - FINANCIAL INFORMATION


                                Independent Auditors' Review Report




The Board of Directors
Petroleum Development Corporation:


             We have reviewed the accompanying condensed consolidated balance
sheet of Petroleum Development Corporation and subsidiaries as of June 30,
2000, and the related condensed consolidated statements of income for the
three-month and six-month periods ended June 30, 2000 and 1999 and the
related condensed consolidated statements of cash flows for the six-month
periods ended June 30, 2000 and 1999.  These financial statements are the
responsibility of the Company's management.

             We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying analytical
review procedures to financial data and making inquiries of persons
responsible for financial and accounting matters.  It is substantially less
in scope than an audit conducted in accordance with auditing standards
generally accepted in the United States of America, the objective of which
is the expression of an opinion regarding the financial statements taken as
a whole.  Accordingly, we do not express such an opinion.

             Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated financial
statements referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America.

             We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of Petroleum Development Corporation and subsidiaries as of December
31, 1999 and the related consolidated statements of income, stockholders'
equity, and cash flows for the year then ended (not presented herein); and
in our report dated March 6, 2000, we expressed an unqualified opinion on
those consolidated financial statements.  In our opinion, the information
set forth in the accompanying condensed consolidated balance sheet as of
December 31, 1999 is fairly presented, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.



                                                               KPMG LLP



Pittsburgh, Pennsylvania
August 1, 2000

                        PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

                               Condensed Consolidated Balance Sheets
                                June 30, 2000 and December 31, 1999



<TABLE>
<C>                                                   <C>            <C>

             ASSETS

                                                     2000            1999  
                                                 (Unaudited)

Current assets:
     Cash and cash equivalents                   $ 5,456,900   $ 29,059,200
     Accounts and notes receivable                16,430,300     10,263,200
     Inventories                                     525,200        577,600
     Prepaid expenses                              6,280,000      2,360,100

             Total current assets                 28,692,400     42,260,100



Properties and equipment                         129,987,300    118,349,100
     Less accumulated depreciation, depletion,
     and amortization                             34,345,400     31,207,300
                                                  95,641,900     87,141,800

Other assets                                       2,808,300      2,681,700

                                                $127,142,600   $132,083,600
</TABLE>








                                                                  (Continued)




                                                -2-
                        PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

                         Condensed Consolidated Balance Sheets, Continued
                                June 30, 2000 and December 31, 1999

<TABLE>
<C>                                                 <C>              <C>


             LIABILITIES AND
             STOCKHOLDERS' EQUITY
                                                     2000           1999   
                                                 (Unaudited)

Current liabilities:
     Accounts payable and accrued expenses     $ 20,646,800   $ 17,599,000 
     Advances for future drilling contracts       4,897,500     25,137,400 
     Funds held for future distribution           2,594,100      2,027,600 

             Total current liabilities           28,138,400     44,764,000 

Long-term debt                                   14,000,000      9,300,000 
Other liabilities                                 3,695,100      3,160,600 
Deferred income taxes                             4,530,900      4,134,100 


Stockholders' equity:
     Common stock                                   162,400        157,400 
     Additional paid-in capital                  32,930,100     32,071,000 
     Retained earnings                           43,685,700     38,496,500 

             Total stockholders' equity          76,778,200     70,724,900 


                                               $127,142,600   $132,083,600 



</TABLE>




      See accompanying notes to condensed consolidated financial statements.

                                                -3-
                        PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

                            Condensed Consolidated Statements of Income
                         Three and Six Months ended June 30, 2000 and 1999
                                            (Unaudited)

<TABLE>
<C>                                                           <C>           <C>                <C>             <C>

                                                                 Three Months Ended                Six Months Ended   
                                                                   June 30,                        June 30,           
                                                            2000             1999             2000              1999  

Revenues:
   Oil and gas well drilling operations                 $ 7,648,200     $ 9,030,600       $25,406,000      $26,776,200
   Oil and gas sales                                     19,835,500      10,614,300        35,157,500       18,889,000
   Well operations and pipeline income                    1,291,800       1,215,700         2,579,600        2,371,800
   Other income                                             287,700         203,400           424,500          693,300

                                                         29,063,200      21,064,000        63,567,600       48,730,300

Costs and expenses:
  Cost of oil and gas well drilling
   operations                                             6,012,600       7,525,900        20,416,300       22,397,300
  Oil and gas purchases
   and production costs                                  17,548,400       9,928,200        31,255,900       17,958,600
  General and administrative expenses                     1,032,300         595,800         1,711,500        1,060,200
  Depreciation, depletion, and 
    amortization                                          1,664,800         957,100         3,154,500        1,892,700
  Interest                                                  275,400            -              290,000             -   

                                                         26,533,500      19,007,000        56,828,200       43,308,800

       Income before income taxes                         2,529,700       2,057,000         6,739,400        5,421,500

Income taxes                                                581,900         460,700         1,550,200        1,214,400


       Net income                                       $ 1,947,800     $ 1,596,300       $ 5,189,200      $ 4,207,100

Basic earnings per common share                           $  .12           $  .10            $  .32            $  .27

Diluted earnings per common and
 common equivalent share                                  $  .12           $  .10            $  .32            $  .26

</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                                          -4-

                        PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

                         Condensed Consolidated Statements of Cash Flows
                              Six Months Ended June 30, 2000 and 1999 
                                          (Unaudited)

<TABLE>
<C>                                                                            <C>                <C>

                                                                             2000               1999
Cash flows from operating activities:
        Net income                                                      $5,189,200          $ 4,207,100 
        Adjustments to net income to reconcile
            to cash used in operating activities:
            Deferred federal income taxes                                  396,800              184,100 
            Depreciation, depletion & amortization                       3,154,500            1,892,700 
            Leasehold acreage expired or surrendered                       196,100              321,200 
            Amortization of stock award                                      2,700                6,100 
            Gain on disposal of assets                                      (6,700)              (9,800)
            Increase in current assets                                  (9,887,900)          (1,773,600)
            Increase in other assets                                       (62,700)            (606,100)
            Decrease in current liabilities                            (16,625,600)         (21,190,800)
            Increase in other liabilities                                  534,500              496,100 

                    Total adjustments                                  (22,298,300)         (20,680,100)

                    Net cash used in operating activities              (17,109,100)         (16,473,000)

Cash flows from investing activities:
        Capital expenditures                                           (11,688,000)          (9,909,600)
        Proceeds from sale of leases                                       392,500              531,500 
        Proceeds from sale of assets                                         6,700                9,800 

                    Net cash used in investing activities              (11,288,800)          (9,368,300)

Cash flows from financing activities:
        Proceeds from exercise of stock options                             95,600                 -    
        Net proceeds from revolving credit agreement                     4,700,000                 -    

                    Net cash provided from financing activities          4,795,600                 -    

Net change in cash and cash equivalents                                (23,602,300)         (25,841,300)

Cash and cash equivalents, beginning of period                          29,059,200           34,894,600 

Cash and cash equivalents, end of period                              $  5,456,900         $  9,053,300 
</TABLE>





      See accompanying notes to condensed consolidated financial statements.

                                                          -5-
                       PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES


                   Notes to Condensed Consolidated Financial Statements
                                         June 30, 2000 
                                          (Unaudited)


1.      Accounting Policies

 Reference is hereby made to the Company's Annual Report on Form 10-K
 for 1999, which contains a summary of significant accounting
 policies followed by the  Company in the preparation of its
 consolidated financial statements.  These  policies were also
 followed in preparing the quarterly report included herein.

2.      Basis of Presentation

        The Management of the Company believes that all adjustments
        (consisting of  only normal recurring accruals) necessary to a fair
        statement of the results of such periods have been made.  The
        results of operations for the six months ended June 30, 2000 are not
        necessarily indicative of the results to be expected for the full
        year.

3.      Oil and Gas Properties

        Oil and Gas Properties are reported on the successful efforts
        method.

4.      Earnings Per Share

        Computation of earnings per common and common equivalent share are
        as follows for the three and six months ended June 30, 2000 and
        1999:

<TABLE>
<C>                                                   <C>               <C>                <C>          <C>
                                                    Three Months Ended                      Six Months Ended 
                                                          June 30,                             June 30,      
                                                   2000             1999                2000           1999  

Weighted average common
 shares outstanding                             16,174,331        15,737,795         16,070,290    15,730,269

Weighted average common and
 common equivalent shares outstanding           16,436,754        16,297,833         16,313,108    16,253,240

Net income                                     $ 1,947,800       $ 1,596,300        $ 5,189,200   $ 4,207,100

Basic earnings per common share                  $  .12            $  .10             $  .32        $  .27

Diluted earnings per common and
 common equivalent share                         $  .12            $  .10             $  .32        $  .26


</TABLE>




                                                         - 6-
5.    Business Segments (in Thousands)

    PDC's operating activities can be divided into three major segments: 
    drilling and development, natural gas sales, and well operations.  The
    Company drills natural gas wells for Company-sponsored drilling
    partnerships and retains an interest in each well.  The Company also
    engages in oil and gas sales to residential, commercial and industrial
    end-users.  The Company charges Company-sponsored partnerships and other
    third parties competitive industry rates for well operations and gas
    gathering.  Segment information for the three and six months ended June
    30, 2000 and 1999 is as follows:


<TABLE>
<C>                                                     <C>           <C>       <C>       <C>
                                                       Three Months Ended  Six Months Ended 
                                                         June 30,              June 30,   
                                                    2000         1999        2000      1999   
     REVENUES
        Drilling and Development                   $ 7,648       $ 9,030     $25,406   $26,776
        Natural Gas Sales                           19,835        10,614      35,157    18,889
        Well Operations                              1,292         1,216       2,580     2,372
        Unallocated amounts (1)                        288           204         425       693
     Total                                         $29,063       $21,064     $63,568   $48,730

     (1)   Includes interest on investments and partnership management fees
           which are not allocated in assessing segment performance.

                                                     Three Months Ended      Six Months Ended 
                                                        June 30,                 June 30,     
                                                     2000         1999       2000      1999   

     SEGMENT INCOME BEFORE INCOME TAXES
        Drilling and Development                    $1,635        $1,505     $4,990    $4,379 
        Natural Gas Sales                            1,556           563      2,732       771 
        Well Operations                                397           423        673       716 
        Unallocated amounts (2)
          General and Administrative 
           expenses                                 (1,032)         (596)    (1,712)   (1,060)
          Interest expense                            (275)          -         (290)      -   
          Other (1)                                    249           162        346       616 
     Total                                         $ 2,530       $ 2,057    $ 6,739   $ 5,422 

     (2) Items which are not allocated in assessing segment performance.

                                                          June 30, 2000      December 31, 1999
     SEGMENT ASSETS
        Drilling and Development                              $  6,557               $ 23,957 
        Natural Gas Sales                                      106,535                 93,073 
        Well Operations                                          7,292                  7,977 
        Unallocated amounts 
       Cash                                                        135                  1,967 
       Other                                                     6,624                  5,110 
     Total                                                    $127,143               $132,084 

                                                -7-
</TABLE>


6.   Commitments and Contingencies

     The nature of the independent oil and gas industry involves a dependence
     on outside investor drilling capital and involves a concentration of gas
     sales to a few customers.  The Company sells natural gas to various
     public utilities and industrial customers.  

     Substantially all of the Company's drilling programs contain a
     repurchase provision where Investors may tender their partnership units
     for repurchase at any time beginning with the third anniversary of the
     first cash distribution.  The provision provides that the Company is
     obligated to purchase an aggregate of 10% of the initial subscriptions
     per calendar year (at a minimum price of four times the most recent 12
     months' cash distributions), only if such units are tendered, subject
     to the Company's financial ability to do so.  The maximum annual 10%
     repurchase obligation, if tendered by the investors, is currently
     approximately $900,000.  The Company has adequate capital to meet this
     obligation.

     The Company is not party to any legal action that would materially
     affect the Company's results of operations or financial condition.

I
tem 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

Three Months Ended June 30, 2000 Compared With June 30, 1999

    Revenues.  Total revenues for the three months ended June 30, 2000 were
$29.1 million compared to $21.1 million for the three months ended June 30,
1999, an increase of approximately $8.0 million, or 37.9 percent.  Such
increase was primarily a result of increased oil and gas sales.  Drilling
revenues for the three months ended June 30, 2000 were $7.6 million compared
to $9.0 million for the three months ended June 30, 1999, a decrease of
approximately $1.4 million, or 15.6 percent.  Such decrease resulted from
lower volumes of drilling and completion activities as a result of the
decreased levels of drilling partnership-related financing.  Oil and gas
sales for the three months ended June 30, 2000 were $19.8 million compared
to $10.6 million for the three months ended June 30, 1999, an increase of
approximately $9.2 million, or 86.8 percent.  Such increase was due
primarily to the natural gas marketing activities of Riley Natural Gas
(RNG), the Company's marketing subsidiary, along with increased production
from the Company's producing properties along with higher average sales
prices of natural gas.  Well operations and pipeline income for the three
months ended June 30, 2000 was $1.3 million compared to $1.2 million for the
three months ended June 30, 1999 an increase of approximately $100,000, or
8.3 percent.  Such increase resulted from an increase in the number of wells
operated by the Company.  Other income for the three months ended June 30,
2000 was $288,000 compared to $203,000 for the three months ended June 30,
1999, an increase of approximately $85,000, or 41.9 percent.  Such increase
resulted from interest earned on higher average cash balances.

    Costs and expenses.  Costs and expenses for the three months ended June
30, 2000 were $26.5 million compared to $19.0 million for the three months
ended June 30, 1999, an increase of approximately $7.5 million or 39.5
percent.  Oil and gas well drilling operations costs for the three months
ended June 30, 2000 were $6.0 million compared to $7.5 million for the three
months ended June 30, 1999, a decrease of approximately $1.5 million, or
20.0 percent.  Such decrease resulted from lower expenses resulting from the
decreased drilling activity.  Oil and gas purchases and production costs for
the three months ended June 30, 2000 were $17.5 million compared to $9.9  



                                                -8-

million for the three months ended June 30, 1999, an increase of
approximately $7.6 million or 76.8 percent.  Such increase was due primarily
to the natural gas marketing activities of RNG and production costs
associated with the increased volumes of natural gas produced by the
Company's  producing properties.  General and administrative expenses for
the three months ended June 30,   2000 increased to $1.0 million compared
with $596,000 for the three months ended June 30, 1999, an increase of
approximately $404,000 or 67.8%.  Such increase was due to higher corporate
expenses as a result of the significant growth and geographic
diversification of the Company's drilling and production operations. 
Depreciation, depletion, and amortization costs for the three months ended
June 30, 2000 were $1.7 million compared to $957,000 for the three months
ended June 30, 1999, an increase of approximately $743,000 or 77.6 percent. 
Such increase was due to the increased amount of investment in oil and gas
properties owned by the Company.  Interest costs were $275,000 for the three
months ended June 30, 2000 as the Company utilized its line-of-credit for
the development of oil and gas properties.

    Net income.  Net income for the three months ended June 30, 2000 was $1.9
million compared to $1.6 million for the three months ended June 30, 1999,
an increase of approximately $300,000 or 18.8 percent.

Six Months Ended June 30, 2000 Compared with June 30, 1999

    Revenues.  Total revenues for the six months ended June 30, 2000 were
$63.6 million compared to $48.7 million for the six months ended June 30,
1999, an increase of approximately $14.9 million, or 30.6 percent.  Such
increase was primarily a result of increased oil and gas sales.  Drilling
revenues for the six months ended June 30, 2000 were $25.4 million compared
to $26.8 million for the six months ended June 30, 1999, a decrease of
approximately $1.4 million, or 5.2 percent.  Such decrease resulted from
lower volumes of drilling and completion activities as a result of decreased
levels of drilling partnership-related financing.  Oil and gas sales for the
six months ended June 30, 2000 were $35.2 million compared to $18.9 million
for the six months ended June 30, 1999, an increase of approximately $16.3
million, or 86.2 percent.  Such increase was due to the natural gas
marketing activities of Riley Natural Gas (RNG), the Company's marketing
subsidiary and increased production from the Company's producing properties,
along with higher average sales prices of oil and natural gas.  Well
operations and pipeline income for the six months ended June 30, 2000 was
$2.6 million compared to $2.4 million for the six months ended June 30,
1999, an increase of approximately $200,000, or 8.3 percent.  Such increase
resulted from an increase in the number of wells operated by the Company. 
Other income for the six months ended June 30, 2000 was $424,000 compared
to $693,000 for the six months ended June 30, 1999, a decrease of
approximately $269,000, or 38.8 percent.  Such decrease resulted from
interest earned on lower average cash balances.

    Costs and expenses.  Costs and expenses for the six months ended June 30,
2000 were $56.8 million compared to $43.3 million for the six months ended
June 30, 1999, an increase of approximately $13.5 million or 31.2 percent. 
Oil and gas well drilling operations costs for the six months ended June 30,
2000 were $20.4 million compared to $22.4 million for the six months ended
June 30, 1999, a decrease of approximately $2.0 million, or 8.9 percent. 
Such decrease resulted from lower expenses from decreased drilling activity
and an improved gross profit margin on the Company's drilling activity.  Oil
and gas purchases and production costs for the six months ended June 30,
2000 were $31.3 million compared to $18.0 million for the six months ended
June 30, 1999, an increase of approximately $13.3 million, or 73.9 percent. 
Such increase was due primarily to the natural gas marketing activities of
RNG along with increased production costs associated with the increased
production from the Company's producing properties.  General and
administrative expenses for the six months ended June 30, 2000 increased to
$1.7 million compared with $1.1 million for the six months ended June 30,
1999, an increase of $600,000 or 54.5 percent. 

                                                -9-

Such increase was due to higher corporate expenses as a result of the
significant growth and geographic diversification of the Company's drilling
and production operations.  Depreciation, depletion, and amortization costs
for the six months ended June 30, 2000 were $3.2 million compared to $1.9
million for the six months ended June 30, 1999, an increase of approximately
$1.3 million or 68.4 percent.  Such increase was due to the increased amount
of investment in oil and gas properties owned by the Company.  Interest
costs were $290,000 for the six months ended June 30, 2000 as the Company
utilized its line-of-credit for the development of oil and gas properties.

    Net income.  Net income for the six months ended June 30, 2000 was $5.2
million compared to $4.2 million for the six months ended June 30, 1999, an
increase of approximately $1.0 million or 23.8 percent.


Year 2000 Issue

    The Company experienced no known disruptions as a result of the year date
change and intends to continue monitoring its critical systems at various
other date changes during the Year 2000. 

    The Company expenditures for addressing Year 2000 issues were not
material, nor does the Company expect to incur any significant costs
addressing Year 2000 issues in the future.

Liquidity and Capital Resources

    The Company funds its operations through a combination of cash flow from
operations, capital raised through stock offerings and drilling
partnerships, and use of the Company's credit facility.  Operational cash
flow is generated by sales of natural gas from the Company's well interests,
well drilling and operating activities for the Company's investor partners,
natural gas gathering and transportation, and natural gas marketing.  Cash
payments from Company-sponsored partnerships are used to drill and complete
wells for the partnerships, with operating cash flow accruing to the Company
to the extent payments exceed drilling costs.  The Company utilizes its
revolving credit arrangement to meet the cash flow requirements of its
operating and investment activities.

    Sales volumes of natural gas have continued to increase while natural gas
prices fluctuate monthly.  The Company's natural gas sales prices are
subject to increase and decrease based on various market-sensitive indices. 
A major factor in the variability of these indices is the seasonal variation
of demand for the natural gas, which typically peaks during the winter
months.  The volumes of natural gas sales are expected to continue to
increase as a result of continued drilling activities and additional
investment by the Company in oil and gas properties.  The Company utilizes
commodity-based derivative instruments (natural gas futures and option
contracts traded on the NYMEX) as hedges to manage a portion of its exposure
to this price volatility.  The futures contracts hedge committed and
anticipated natural gas purchases and sales, generally forecasted to occur
within a three to twelve-month period.  

    The Company has a bank credit agreement with First National Bank of
Chicago, which provides a borrowing base of $20.0 million, subject to
adequate oil and natural gas reserves.  As of June 30, 2000, the outstanding
balance was $14.0 million. Interest accrues at prime, with LIBOR (London
Interbank Market Rate) alternatives available at the discretion of the
Company.  No principal payments are required until the credit agreement
expires on December 31, 2002.  The Company is currently working with the
First National Bank of Chicago to increase its borrowing base to $30.0
million.  This is expected to be effective in the third quarter of 2000.



                                               -10-

    The Company closed its first drilling program of 2000 in the second
quarter and has drilled the wells in the second and third quarters of 2000. 
The Company will close its second drilling program of 2000 in September,
2000 and will drill the wells during the third and fourth quarters of 2000. 
Additional programs are scheduled to close in November and December of 2000. 
The Company generally invests, as its equity contribution to each drilling
partnership, an additional sum approximating 20% of the aggregate
subscriptions received for that particular drilling partnership.  As a
result, the Company is subject to substantial cash commitments at the
closing of each drilling partnership.  The funds received from these
programs are restricted to use in future drilling operations.  No assurance
can be made that the Company will continue to receive this level of funding
from these or future programs.

    On June 6, 2000 the Company purchased all of the working interest in 168
producing wells in Colorado for $5,650,000.  The transaction was effective
April 1, 2000.  The wells have net remaining reserves of 560,000 barrels of
oil and 4.9 billion cubic feet of natural gas.  The Company utilized its
bank credit agreement to finance this purchase.

    The Company continues to pursue capital investment opportunities in
producing natural gas properties as well as its plan to participate in its
sponsored natural gas drilling partnerships, while pursuing opportunities
for operating improvements and costs efficiencies.  Management believes that
the Company has adequate capital to meet its operating requirements.

New Accounting Standard

    Statement of Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS No. 133), was issued by the
Financial Accounting Standards Board in June, 1998.  SFAS No. 133
standardized the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts.  SFAS No. 133 is
effective for years beginning after June 15, 2000; however, early adoption
is permitted.  On adoption, the provisions of SFAS No. 133 must be applied
prospectively.  At the present time, the Company cannot determine the impact
that SFAS No. 133 will have on its financial statements upon adoption, as
such impact will be based on the extent of derivative instruments, such as
natural gas futures and option contracts, outstanding at the date of
adoption.






















                                               -11-
                                                            CONFORMED COPY

 
                                 PART II - OTHER INFORMATION 



Item 1.                                                  Legal Proceedings

         The Company is not a party to any legal actions that would materially
affect the Company's operations or financial statements.


Item 3.  Quantitative and Qualitative Disclosure About Market Risk

         There have been no material changes in reported market risks faced
by the Company since December 31, 1999.


Item 6.  Exhibits and Reports on Form 8-K

         (a) None.

         (b) No reports on Form 8-K have been filed during the quarter ended
June 30, 2000.




                                            SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          Petroleum Development Corporation
                                                    (Registrant)




Date:     August 7, 2000                           /s/ Steven R. Williams       
                                                       Steven R. Williams
                                                            President


Date:     August 7, 2000                           /s/ Dale G. Rettinger        
                                                       Dale G. Rettinger
                                                       Executive Vice President
                                                       and Treasurer









                                               -12-






<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                       5,456,900
<SECURITIES>                                         0
<RECEIVABLES>                               16,430,300
<ALLOWANCES>                                   326,600
<INVENTORY>                                    525,200
<CURRENT-ASSETS>                            28,692,400
<PP&E>                                     129,987,300
<DEPRECIATION>                              34,345,400
<TOTAL-ASSETS>                             127,142,600
<CURRENT-LIABILITIES>                       28,138,400
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       162,400
<OTHER-SE>                                  76,615,800
<TOTAL-LIABILITY-AND-EQUITY>               127,142,600
<SALES>                                     35,157,500
<TOTAL-REVENUES>                            63,567,600
<CGS>                                       31,255,900
<TOTAL-COSTS>                               56,828,200
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                               270,000
<INTEREST-EXPENSE>                             290,000
<INCOME-PRETAX>                              6,739,400
<INCOME-TAX>                                 1,550,200
<INCOME-CONTINUING>                          5,189,200
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 5,189,200
<EPS-BASIC>                                      .32
<EPS-DILUTED>                                      .32
        


</TABLE>