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



                NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                                June 29, 2001


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 June  29, 2001 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 three directors to serve a term of three years or until
their successors shall be elected and shall qualify;

    (2) To ratify and approve the selection of independent public
accountants for the Company for the fiscal year ending December 31, 2001.

    The Board of Directors has fixed the close of business on May 11, 2001
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
M
ay 15, 2001                    PETROLEUM DEVELOPMENT CORPORATION
                             PROXY STATEMENT
                     ANNUAL MEETING OF STOCKHOLDERS
                              June 29, 2001

                         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 June 29, 2001, 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 May 15, 2001.  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 2000, containing certified
financial and other information about the Company, accompanies this Proxy
Statement.


                            VOTING SECURITIES

 The outstanding voting securities of the Company as of March 31, 2001, 
consisted of 16,244,044 shares of $0.01 par value common stock ("Common
Stock").  Stockholders of record as of the close of business on May 11,
2001 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. D'Annunzio and Mr. Ryan are members of the class whose term expires in
2001; and Mr. Rettinger and Mr. Swoveland are members of the class whose
term expires in 2002; and Mr. Morgan, Mr. Nestor and Mr. Williams are
members of the class whose term expires in 2003. 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 2004"
below, each of whom are members of the present Board and each 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
2000, the Board of Directors held seven 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 2004

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

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

JAMES N. RYAN has served as President and Director of PDC from 1969 
to 1983 and was elected Chairman and Chief Executive Officer in 
March 1983                                                               69     1969

VINCENT F. D'ANNUNZIO has served as president of Beverage 
Distributors, Inc. located in Clarksburg, West Virginia since 1985.      48      1989

                    CONTINUING DIRECTORS TERMS EXPIRING IN 2002

DALE G. RETTINGER has served as Vice President and Treasurer of 
PDC since July 1980, and was appointed Chief Financial Officer in
September 1997.  Mr. Rettinger was elected Director in 1985.  
Previously Mr. Rettinger was  a partner with Main Hurdman, 
Certified Public Accountants, having served in that capactiy 
since 1976.                                                               56      1985

JEFFREY C. SWOVELAND has served as Chief Financial Officer 
of Body Media since September, 2000.  Prior thereto, Mr. 
Swoveland was Vice President-Finance and Treasurer of Equitable
Resources Inc since 1994.                                                 45      1991

                    CONTINUING DIRECTORS TERMS EXPIRING IN 2003

STEVEN R. WILLIAMS has served as President and Director of PDC 
since March 1983.  Prior to joining PDC, Mr. Williams was employed 
by Exxon until 1979 and attended  Stanford Graduate School of 
Business, graduating in 1981.  He then worked with Texas Oil and 
Gas until July 1982, when he joined Exco Enterprises, an oil and 
gas investment company as manager of operations.                           50      1983

ROGER J. MORGAN has been a member of the law firm of Young, 
Morgan & Cann, Clarksburg, West Virginia since 1955.  Mr. Morgan 
is not active in the day-to-day business of PDC, but his law 
firm provides legal services to PDC.                                       74      1969

DONALD B. NESTOR elected as a director in March, 2000, is a Certified
Public Accountant and a Partner in the CPA firm of Toothman 
Rice, P.L.L.C. and is in charge of the firm's Buckhannon, 
West Virginia office.  Mr. Nestor has served in that capacity since 1975.  52      2000
</TABLE>


Committees of the Board of Directors

 The Company has three standing committees of the Board of Directors:  
the Executive Committee; the Audit Committee; and the Stock Option 
and Executive Compensation Committee.  The Executive Committee is 
comprised of Messrs. Ryan, Williams, and Rettinger.  The Audit 
Committee is comprised of Messrs. D'Annunzio, Nestor, and Swoveland.  
The Stock Option and Executive Compensation Committee is comprised 
of Messrs. D'Annunzio, Nestor 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 entirely 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 Board of Directors has adopted 
the Charter of the Audit Committee attached to this Proxy as 
Exhibit A.

 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, Nestor 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
2000 (the "Named Executives").

<TABLE>
<S>                        <S>      <S>          <S>         <S>                    <S>                   <S>

                                                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($)(2)            (#)(3)         sation($)(3)

James N. Ryan               2000  182,715     514,830        10,000                                  10,500
Chairman and Chief          1999  178,200     470,436        10,000                                  12,157
 Executive Officer          1998  175,425     355,473        10,000                                  10,868

Steven R. Williams          2000  144,315     514,830        10,000                                  10,500
President                   1999  139,800     470,436        10,000                                  12,157
 and Director               1998  137,025     355,473        10,000                                  10,838

Dale G. Rettinger           2000  144,315     514,830        10,000                                  10,500
Executive Vice President,   1999  139,800     470,436        10,000                                  12,157
 Treasurer, and Director    1998  137,025     355,473        10,000                                  10,838
</TABLE>


       

(1)   In 1994, the Board of Directors approved a deferred compensation  
      arrangement for the Named Executives.  See "Employment and Other   
      Agreements and Arrangements."  Under the arrangements, each Named
      Executive may choose to defer any portion of his bonus 
      compensation until retirement or separation from the Company. 
      Included are deferred bonuses the Named Executives voluntarily
      deferred of $180,000 each in 2000, $130,000 each in 1999 and 1998.
      In 2000, 1999 and 1998, $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)   This amount includes contributions made by the Company under the
      Company's Employee Profit Sharing Plan and 401(k) plan.  In 1999 
      and 1998 the Company contributed $47,000 and $17,000, 
      respectively, to the Employee Profit Sharing Plan.  Of these
      contributions, each of the Named Executives was credited $2,157 
      in 1999 and $911 in 1998.  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 $252,600, $217,400 and $202,600 in 
      2000, 1999 and 1998 the Named Executives were credited with 
      matching contributions of $10,500, $10,500 and $10,500 
      respectively in 2000; $10,000, $10,000 and $10,000 respectively 
      in 1999 and $9,957, $9,927 and $9,927, respectively in 1998.
C
ompensation Committee Report

      The Compensation Committee is composed of three 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.

      During 2000, and over the past five years, the company has posted
excellent operating reports.  During 2000 the company posted records for
revenue, net income, cash flow, production and reserves, among other
accomplishments.  Over the past five years, the company's stock has
significantly out-performed the oil and gas industry as a whole.  The
compensation committee also believes that the management has positioned
the company to continue its exemplary performance in the future with a 
strong balance sheet, strong cash flow, and diverse development
opportunities.  It is the opinion of this committee that the management
team of the company merits compensation at the very top of its peer group.

      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 $182,715 in 2000, which
reflected cost of living increases from his salary in 1999. Also during
2000 Mr. Ryan earned a cash bonus of $514,830 based on Company earnings,
including $141,000 to partially offset the taxes associated with an
exercise of stock options during 1999.  Under the terms of his employment
contract, Mr. Ryan's bonus is based on the company's cash flow (pre-tax
earnings plus depreciation, depletion and amortization).  The compensation
committee believe that the long term valuation of the company is closely
related to the company's cash flow.

      As a condition of the tax reimbursement Mr. Ryan agreed not to sell
the shares received in the exercise for a period of two years.  The
company's income tax savings associated the stock exercise were 
greater than the reimbursement made to Mr. Ryan.  In addition, the
compensation committee believes limiting the need for the executive to
sell stock to meet tax obligations to be in the interest of the
shareholders.

      The Company also contributed $10,500 in 2000 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, a performance based bonus, and a tax
reimbursement associated with the exercise of stock options.  Like Mr.
Ryan, the executive's performance bonuses are based on the cash flow of
the company.  The executives also received a tax reimbursement estimated
to partially offset the tax liability associated with the option
exercise, and agreed to a two year sale restriction on stock obtained in
the option exercise associated with the tax reimbursement.  Salaries of
both were increased by a cost of living adjustment and performance
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 2000 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 through varying 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
                                      Donald B. Nestor
                                      Jeffrey C. Swoveland




            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 2000 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, 2000 with respect to options granted pursuant to the
Company's Employee Stock Option Plans.  No options were granted in the
last fiscal year.


<TABLE>
<S>                          <S>             <S>         <S>         <S>                     <S>            <S>
                         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               83,203       442,623     178,000           -                  535,964            -
Steven R. Williams          80,689       429,249     178,000           -                  535,964            -
Dale G. Rettinger           80,689       429,249     178,000           -                  535,964            -
</TABLE>


(1) On December 31, 2000, the closing sales price of the Common Stock was
$6.563 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 ending 
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 
2000, the basic salary has been set by the Board of 
Directors under the respective agreements as $182,715 for Mr.
Ryan, $144,315 for Mr. Williams and $144,315 for Mr. Rettinger.  
Each Named Executive is also entitled to be paid an annual 
bonus equal to 2.5% of the Company's annual earnings in excess 
of $300,000 without deduction for Depreciation, depletion, and
amortization and income taxes. The Compensation Committee also 
awarded a bonus of $141,000 to each named executive officer to 
defray the income tax effect of the exercise of stock options.  
In exchange, the exercised shares cannot be sold in the open 
market for a period of two years from date of exercise.  The 
bonus is tax deductible for the company.  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, 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 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 1999, the Company granted options during 2000 for an aggregate
of 180,000 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.  None of the 180,000 options were granted to
the three executive officers of the Company.  The options may be 
exercised six months after 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 eight 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 S&P 500 Index and a peer group
index.  The peer group index consists of 194 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

                          12/31/95          12/31/96       12/31/97      
 12/31/98      
12/31/9912/31/00
                
                            1995               1996           1997       
   1998           
19992000

Petroleum
Development
Corporation 100.0            257.69           323.08         188.46      
   234.62          403.88

Industry Index               100.0            132.97         134.78      
   107.96         
131.87167.53

Broad Market
 Index      100.0            122.96           163.98         210.84      
   255.22          231.98



                 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, 2001 by (a) each person
known by the Company to own beneficially more than  5% of the 
outstanding shares of Common Stock; (b) each director of the Company; 
(c) each Named Executive; (d) all directors and executive officers as 
a group.

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

Fidelity Management. . . . . . . . . . . . . . . . . . . . . . 1,623,800       10.0
82 Devonshire Street
Boston, MA 02109

James N. Ryan(2)(3). . . . . . . . . . . . . . . . . . . . . . . 845,568        5.1
103 East Main Street
Bridgeport, WV 26330

Dimensional Fund Advisors Inc. . . . . . . . . . . . . . . . . 1,099,100        6.8
1299 Ocean Avenue
Santa Monica, CA 90401

Steven R. Williams(3). . . . . . . . . . . . . . . . . . . . . . 559,326        3.4
103 East Main Street
Bridgeport, WV 26330

Dale G. Rettinger(3) . . . . . . . . . . . . . . . . . . . . . . 472,016        2.9
103 East Main Street
Bridgeport, WV 26330

Roger J. Morgan. . . . . . . . . . . . . . . . . . . . . . . . . .69,140        *

Vincent F. D'Annunzio. . . . . . . . . . . . . . . . . . . . . . .37,899        *

Jeffrey C. Swoveland . . . . . . . . . . . . . . . . . . . . . . .16,728        *

Donald B. Nestor . . . . . . . . . . . . . . . . . . . . . . . . . 1,000        *

All directors and executive officers as a
 group (7 persons)(4). . . . . . . . . . . . . . . . . . . . . 2,001,677       11.9

</TABLE>


* 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 401,389 shares owned by Mr. Ryan's wife.  The balance
        of the shares are owned solely by Mr. Ryan.  

(3)     Includes options to purchase 178,000 shares that such person can
        currently exercise within 60 days.

(4)     Includes options to purchase 534,000 shares that such persons 
        can currently exercise 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, 2000, all Section 16(a) filing
requirements applicable to its directors, officers and greater than
10% beneficial owners were met.

A
udit Committee Report

                 Audit Committee Report to Shareholders

The Audit Committee of the Board is responsible for providing independent,
objective oversight of the Company's accounting functions and internal
controls.  The Audit Committee is composed of three directors, each of
whom is independent as defined by the National Association of Securities
Dealers' listing standards.  The Audit Committee operates under a written
charter approved by the Board of Directors.  A copy of the charter is
attached to this Proxy Statement as Exhibit A.

Management is responsible for the Company's internal controls and
financial reporting process.  The independent accountants are responsible
for performing an independent audit of the Company's consolidated
financial statements in accordance with generally accepted auditing
standards and to issue a report thereon.  The Audit Committee's
responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee met with
management to review and discuss the December 31, 2000 financial
statements.  The Audit Committee also discussed with the independent
accountants the matters required by Statement on Auditing Standards No.
61, Communication with Audit Committees.  The Audit Committee also
received written disclosures from the independent accountants
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, and the Audit Committee discussed with
the independent accountants that firm's independence.

Based upon the Audit Committee's discussions with management and the
independent accountants, and the Audit Committee's review of the
representations of management and the independent accountants, the Audit
Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's Annual Report on Form
10-K for the year ended December 31, 2000, to be filed with
the Securities and Exchange Commission.

                                        Respectfully, 

                                       THE AUDIT COMMITTEE


                                      Vincent F. D'Annunzio, Chair
                                      Donald B. Nestor
                                      Jeffrey C. Swoveland


Audit Fees

The aggregate fees billed for professional services rendered by KPMG LLP
for the audit of our annual financial statements for the year ended
December 31, 2000, and reviews of the condensed financial statements
included in our quarterly reports on Form 10-Q for the year ended December
31, 2000, were $104,970.

Additionally, KPMG LLP performs annual audits on the financial statements
of 46 limited partnerships for which the Company acts as managing general
partner.  The aggregate billing for those professional services
was $189,200 for the year ended December 31, 2000.

                               PROPOSAL #2

          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, 2001.  KPMG LLP
conducted the audit for the fiscal year ended December 31, 2000.  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 #2

                             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 2002 Annual Meeting

   Stockholder proposals must be received by the Company at its principal
executive office on or prior to March 1, 2002 in order to be included in
the Company's proxy statement for the 2002 annual meeting of stockholders.

                                      By Order Of The Board of Directors



                                       James N. Ryan
                                       Chairman

Dated: May 15, 2001
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, 2000 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
        Charter of the Audit Committee of the Board of Directors

I.       Audit Committee Purpose

      The Audit Committee is appointed by the Board of Directors to
      assist the Board in fulfilling its oversight responsibilities.  
      The Audit Committee's primary duties and responsibilities are to:

      -     Monitor the integrity of the Company's financial reporting
            process and systems of internal controls regarding finance,
            accounting, and legal compliance.

      -     Monitor the independence and performance of the Company's
            independent auditors.

      -     Provide an avenue of communication among the independent
            auditors, management and the Board of Directors.

      The Audit Committee has the authority to conduct any investigation
      appropriate to fulfilling its responsibilities, and it has direct
      access to the independent auditors as well as anyone in the
      organization. The Audit Committee has the ability to retain, at the
      Company's expense, special legal, accounting, or other consultants
      or experts it deems necessary in the performance of its duties.

II.   Audit Committee Composition and Meetings

      Audit Committee members shall meet the requirements of the NASDAQ
      Exchange. The Audit Committee shall be comprised of three or more
      directors as determined by the Board, each of whom shall be
      independent nonexecutive directors, free from any relationship that
      would interfere with the exercise of his or her independent
      judgment. All members of the Committee shall have a basic
      understanding of finance and accounting and be able to read and
      understand fundamental financial statements, and at least one member
      of the Committee shall have accounting or related financial
      management expertise.

      Audit Committee members shall be appointed by the Board on
      recommendation of the Board of Directors. If an audit committee
      Chair is not designated or present, the members of the Committee   
      may designate a Chair by majority vote of the Committee membership.

      The Committee shall meet at least two times annually, or more
      frequently as circumstances dictate. The Audit Committee Chair shall
      prepare and/or approve an agenda in advance of each meeting. The
      Committee should meet privately in executive session at least
      annually with management, the independent auditors, and as a
      committee to discuss any matters that the Committee or each of these
      groups believe should be discussed. 

III.  Audit Committee Responsibilities and Duties

      Review Procedures

      1.    Review and reassess the adequacy of this Charter at least
            annually. Submit the charter to the Board of Directors for
            approval and have the document published at least every three
            years in accordance with SEC regulations.

      2.    Review the Company's annual audited financial statements.
            Review should include discussion with management and
            independent auditors of significant issues regarding
            accounting principles, practices, and judgments.

      3.    In consultation with the management and the independent
            auditors, consider the integrity of the Company's financial
            reporting processes and controls.  Discuss significant
            financial risk exposures and the steps management has taken to

            monitor, control, and report such exposures. Review
            significant findings prepared by the independent auditors
            together with management's responses.

      4.    Review with financial management the company's quarterly
            financial results. Discuss any significant changes to the
            Company's accounting principles and any items required to be
            communicated by the independent auditors in accordance with
            SAS 61 (see item 9).  The Chair of the Committee may represent
            the entire Audit Committee for purposes of this review.

Independent Auditors

      5.    The independent auditors are ultimately accountable to the
            Audit Committee and the Board of Directors. The Audit
            Committee shall review the independence and performance of the
            auditors and annually recommend to the Board of Directors the
            appointment of the independent auditors or approve any
            discharge of auditors when circumstances warrant.

      6.    Approve the fees and other significant compensation to be paid
            to the independent auditors.

      7.    On an annual basis, the Committee should review and discuss
            with the independent auditors all significant relationships

            they have with the Company that could impair the auditors'
            independence. 

      8.    Review the independent auditors audit plan discuss scope,
            staffing, reliance upon management, and general audit
            approach.

      9.    Discuss the results of the audit with the independent
            auditors. Discuss certain matters required to be communicated
            to audit committees in accordance with AICPA SAS 61.

      10.   Consider the independent auditors' judgments about the quality
            and appropriateness of the Company's accounting principles as
            applied in its financial reporting. 

Legal Compliance

      11.   On at least an annual basis, review with the Company's
            counsel, any legal matters that could have a significant
            impact on the organization's financial statements, the
            Company's compliance with applicable laws and regulations, and

            inquiries received from regulators or governmental agencies.

Other Audit Committee Responsibilities

      12.   Annually prepare a report to shareholders as required by the
            Securities and Exchange Commission.

      13.   Perform any other activities consistent with this Charter, the
            Company's by-laws, and governing law, as the Committee or the
            Board deems necessary or appropriate.

      14.   Maintain minutes of meetings and periodically report to the
            Board of Directors on significant results of the foregoing
            activities.

                                                                       
ADOPTED MARCH 21, 2000