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, 2001

	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
 

Indicate the number of shares outstanding of each of the issuers classes 
     of common stock, as of  the latest practicable  date: 16,244,844 shares 
     of the Company's Common Stock ($.01 par value) were outstanding
    as of June 30, 2001.


	PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES
	
	INDEX

<TABLE>
<C>                                                                     <C>


PART I - FINANCIAL INFORMATION	Page No.


  Item 1.  Financial Statements

		Independent Auditors' Review Report		 1

		Condensed Consolidated Balance Sheets -
		June 30, 2001 and December 31, 2000		 2

		Condensed Consolidated Statements of Income - Three 
		Months and Six Months Ended June 30, 2001 and 2000	 4

		Condensed Consolidated Statements of Cash Flows- Six
		Months Ended June 30, 2001 and 2000		 5

		Notes to Condensed Consolidated Financial Statements	 6


	Item 2.	Management's Discussion and Analysis of Financial 
		Condition and Results of Operations		 9


	Item 3.	Quantitative and Qualitative Disclosure About Market Risk	13


PART II	OTHER INFORMATION


	Item 1.	Legal Proceedings			14 


	Item 6.	Exhibits and Reports on Form 8-K		14

<?TABLE>










	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, 2001, and the related condensed consolidated statements of income and cash flows for the 
three-month and six-month periods ended June 30, 2001 and 2000.   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 generally  accepted auditing standards, 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, 2000 
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 8, 2001,  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, 2000 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  8, 2001






	PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

	Condensed Consolidated Balance Sheets
	June 30, 2001 and December 31, 2000



<C>    	                                                                <C>              <C>

		ASSETS

			2001   	2000  
			(Unaudited)

Current assets:
	Cash and cash equivalents     	$ 26,349,900	$ 46,872,000
	Accounts and notes receivable	  16,958,300	   23,648,000
	Inventories		    1,630,600	     1,097,900
	Prepaid expenses	    4,372,400	     7,134,800

    	Total current assets	 49,311,200	  78,752,700



Properties and equipment 	 153,258,600	 141,298,600
	Less accumulated depreciation,
                        depletion, and amortization	   39,311,700	   35,344,700
			 113,946,900	 105,953,900

Other assets	                                   3,164,400	      2,977,900

    			$166,422,500	$187,684,500







	(Continued)




	-2-



	PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES

	Condensed Consolidated Balance Sheets, Continued
	June 30, 2001 and December 31, 2000



<C>                                                       <C>           <C>
               LIABILITIES AND
             STOCKHOLDERS' EQUITY
                                                  		2001   	2000   
			                          (Unaudited)

Current liabilities:
	Accounts payable and accrued expenses	$ 29,225,000 	$ 31,722,500
	Advances for future drilling contracts	   11,398,900 	   43,809,400
	Funds held for future distribution	     6,655,900 	     2,440,100

		Total current liabilities	   47,279,800 	   77,972,000


Long-term debt			  15,000,000 	  17,350,000
Other liabilities			    4,430,400 	    4,396,800
Deferred income taxes			    7,540,400 	    5,708,800


Stockholders' equity:
	Common stock	  		        162,400 	         162,400
	Additional paid-in capital		  32,919,700 	   32,917,000
	Retained earnings		  58,618,400 	   49,177,500
	Accumulated other comprehensive income	        471,400	          -    

		Total stockholders' equity	   92,171,900 	    82,256,900


				$166,422,500 	$187,684,500

</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, 2001 and 2000
	(Unaudited)

<TABLE>
<C>              			           <C>                <C>                   <C>                         <C>
				Three Months Ended 	Six Months Ended   
	        			   June 30,  	       	           June 30,      
				  2001   	   2000  	   2001   	  2000  

Revenues:
	Oil and gas well drilling operations	$21,805,800	$ 7,648,200	$43,228,100	$25,406,000
	Gas sales from marketing activities	  16,923,600	 15,537,200	  45,737,700	  27,221,400
	Oil and gas sales		    6,501,200	   4,298,300	  14,042,100	    7,936,100
	Well operations and pipeline income	    1,381,900	   1,291,800	    2,689,500	    2,579,600
	Other income	   		       516,500	      287,700	       973,000	       424,500

				47,129,000	29,063,200	106,670,400	63,567,600

Costs and expenses:
	Cost of oil and gas well drilling operations  	 18,868,800	  6,012,600	37,351,300	20,416,300
	Cost of gas marketing activities		 17,111,600	15,691,200	45,280,100	27,340,800
	Oil and gas production costs	 	   2,495,100	  1,857,200	  4,184,400	  3,915,100
	General and administrative expenses	      998,400	  1,032,300	  1,959,800	  1,711,500
	Depreciation, depletion, and amortization	   1,990,100	  1,664,800  	  3,980,200	  3,154,500
	Interest		  	      213,700	     275,400	     427,600	     290,000

				41,677,700	26,533,500	93,183,400	56,828,200

	Income before income taxes		  5,451,300	  2,529,700	13,487,000	  6,739,400

Income taxes		 	  1,635,400	     581,900	  4,046,100	  1,550,200

			Net income 	$ 3,815,900	$ 1,947,800	$ 9,440,900	$ 5,189,200

Basic earnings per common share 		$  .23	$  .12	$  .58	$  .32

Diluted earnings per share 		$  .23	$  .12	$  .57	$  .32
</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, 2001 and 2000 
	(Unaudited)

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

					2001 	2000
Cash flows from operating activities:
	Net income				$ 9,440,900 	$5,189,200 
	Adjustments to net income to reconcile
		to cash used in operating activities:
		Deferred federal income taxes		   1,517,300 	396,800 
		Depreciation, depletion & amortization	   3,980,200 	3,154,500 
		Leasehold acreage expired or surrendered	      191,600	196,100 
		Amortization of stock award	   	           2,700 	2,700 
		Gain on disposal of assets 		          (3,500)	(6,700)
		Decrease (increase) in current assets	   9,705,100 	(9,887,900)
		Increase in other assets		     (199,700)	(62,700)
		Decrease in current liabilities		(30,692,200)	(16,625,600)
		Increase in other liabilities	      	         33,600 	    534,500 

			Total adjustments	 (15,464,900)	(22,298,300)

			Net cash used in
			  operating activities	  (6,024,000)	(17,109,100)

Cash flows from investing activities:
	Capital expenditures			(13,028,100)	(11,688,000)
	Proceeds from sale of leases			       876,500 	      392,500 
	Proceeds from sale of assets	         		           3,500 	          6,700 

                        (12,148,100)	(11,288,800)

Cash flows from financing activities:
	Proceeds from exercise of stock options		             -     	        95,600 
	Net (retirement of) proceeds from long-term debt	   (2,350,000)	  4,700,000 

	Net cash (used in) provided by  financing activities	   (2,350,000)	   4,795,600 

Net decrease in cash and cash equivalents		 (20,522,100)	(23,602,300)

Cash and cash equivalents, beginning of period	 	   46,872,000   	  29,059,200 

Cash and cash equivalents, end of period		$ 26,349,900 	$  5,456,900 

</TABLE>




	See accompanying notes to condensed consolidated financial statements.

	-5-


	PETROLEUM DEVELOPMENT CORPORATION AND SUBSIDIARIES


	Notes to Condensed Consolidated Financial Statements
	June 30, 2001 
	(Unaudited)


1.	Accounting Policies

349:   	  Reference is hereby made to the Company's Annual
        Report on Form 10-K for 2000, 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, 2001 are  not necessarily indicative of
358: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, 2001 and 2000:

<TABLE>     <C>    		                                    <C>   	       <C>             <C>                                   <C>
				Three Months Ended      	          Six Months Ended 
         June 30,          	                June 30,      
				   2001   	   2000    	   2001   	   2000  

Weighted average common shares outstanding	 16,244,519	16,174,331	16,244,283	16,070,290

Weighted average common and
 common equivalent shares outstanding		16,695,585	16,436,754	16,681,560	16,313,108

Net income 			$ 3,815,900	$ 1,947,800	$ 9,440,900	$ 5,189,200

Basic earnings per common share		$  .23	$  .12	$  .58	$  .32

Diluted earnings per share		$  .23	$  .12	$  .57	$  .32

</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, 2001 and 2000 is
as follows:

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

				Three Months Ended  	Six Months Ended 
     	  June 30,  
				   2001   	   2000    	  2001 	  2000 
	REVENUES
		Drilling and Development	$21,806 	$   7,648  	$   43,228	$25,406
		Natural Gas Sales	   23,425 	   19,835 	     59,780	   35,157
		Well Operations 	     1,381 	     1,292 	       2,689	     2,580
		Unallocated amounts (1)	        517 	        288 	          973	        425
  	Total 			$47,129 	$29,063 	$106,670	$63,568
</TABLE>

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

<TABLE>
                                   <C>      		  <C>                         <C>                  <C>                     <C>
				Three Months Ended    	    Six Months Ended
         June 30,     	             June 30,   
 			  	  2001  	   2000  	   2001 	  2000 
	SEGMENT INCOME BEFORE 
		INCOME TAXES
		Drilling and Development	$ 2,937 	$ 1,635 	$   5,877 	$  4,990 
		Natural Gas Sales	   2,853 	    1,556 	     8,307 	    2,732 
		Well Operations 	      395 	       397 	        795 	       673 
		Unallocated amounts (2)
		  General and Administrative 
		   expenses		    (999)	  (1,032)	    (1,960)	   (1,712)
		  Interest expense	    (214)	     (275)	       (428)	      (290)
		  Other (1)	    	     479	      249 	        896	       346 
	Total			$5,451 	$ 2,530 	$13,487	$ 6,739 
</TABLE>

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

<TABLE>
      <C>                <C>
				June 30, 2001	December 31, 2000
	SEGMENT ASSETS
		Drilling and Development	$   11,033 	$  31,592 
		Natural Gas Sales	   128,329 	  139,116 
		Well Operations 	     11,454 	       8,490 
		Unallocated amounts 
	  	  Cash		        5,401 	        1,567 
	  	  Other	  	     10,206 	        6,920 
	Total 			$166,423 	 $187,685 
</TABLE>

	-7-

6.	Derivative Instruments and Hedging Activities

	The Company utilizes commodity based derivative instruments as hedges 
                 to manage a portion of its exposure to price volatility 
                 stemming from its integrated  natural gas production and 
                  marketing activities.  These  instruments consist of  natural
                 gas futures and option contracts traded on the New York 
                 Mercantile Exchange.  The futures and option contracts 
                 hedge committed and anticipated natural gas purchases and 
                 sales, generally  forecasted to occur within a 12 month 
                 period.  The Company does not hold or issue derivatives 
                  for trading or  speculative purposes.  Interest rate swap 
                 agreements are used to  reduce  the potential 
                 impact of increases  in interest rates on variable
                 rate long-term debt.

	Statement of Accounting Standards No. 133 and No. 138, 
        Accounting for Derivative Instruments and Hedging Activities (SFAS
        No. 133/138),  was issued by the Financial Accounting Standards 
        Board.  SFAS  No. 133/138 standardized the accounting for derivative
        instruments, including certain derivative instruments embedded in
        other contracts.  The Company adopted the provisions of the SFAS
        133/138 effective January 1,  2001.  The natural gas  futures and 
        options and the interest rate swap are derivatives pursuant to SFAS 
        133/138.  The Company's derivatives are treated as hedges of 
        committed  and/or anticipated transactions and have a total 
        estimated fair value of $471,400 (net of tax) on June 30, 2001.
        On adoption of this Statement  on January 1, 2001, the 
        Company recorded a net transition adjustment of 
        ($12,079,100) (net of related  income tax benefit of 
        $8,052,700) which was recorded  in accumulated 
        other comprehensive income (AOCI).  During the six months
        ended June 30, 2001, the Company reclassified $10,209,400
        from AOCI into cost of gas marketing activities and oil and
        gas sales relating to the transition adjustment included 
in AOCI on January 1, 2001.  

	Changes in fair value related to qualifying 
        hedges of firm commitments or anticipated transactions 
        through the use of natural gas futures  and option 
        contracts and the interest rate swap  agreement are deferred
        and recorded in AOCI and subsequently recognized in income
        when the underlying  hedged transaction occurs.  In order for 
        the contracts to qualify as a hedge, there must  be sufficient 
        hedging effectiveness.  The change in the fair value of 
        derivative instruments which do  not qualify for hedging
       are recognized into income currently.

7.	Comprehensive Income

	Comprehensive income includes net income 
       and certain items recorded directly to  shareholders' equity
       and classified as Other Comprehensive Income.  The 
       Company recorded  Other Comprehensive Income for 
       the first time in the first quarter of 2001.  The following table 
       illustrates the calculation of comprehensive income  for 
       the three and six months ended   June 30, 2001.

<TABLE>    <c>				                     <C>      	        <C>
					Three months ended	Six months ended
					June 30, 2001		June 30, 3001

		Net Income			$3,815,900		$  9,440,900 	
		
 	Other Comprehensive Loss (net of tax)
    	Cumulative effect of change in accounting principle -
	January 1, 2001 (net of tax of $8,052,700)		             -       		(12,079,100)
	Reclassification adjustment for settled 
	contracts included in net income (net of 
	tax of $3,897,300 and $6,806,300, respectively)	   	   5,845,900		 10,209,400 
	Changes in fair value of outstanding hedging 
	positions (net  of tax of $1,637,500
	 and $1,560,700, respectively) 			  (2,456,300)		   2,341,100 
	Other Comprehensive Loss			   3,389,600		      471,400
		
	Comprehensive Income			 $ 7,205,500 		$ 9,912,300 
</TABLE>

		There were no items in Other Comprehensive Income/Loss during 2000.

-8-

8.	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 $1,188,000.  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, 2001 Compared with June 30, 2000

	Revenues.  Total revenues for the three months ended 
                June 30, 2001 were $47.1 million compared to $29.1 million 
                for the three  months ended June 30, 2000, an increase of 
                approximately  $18.0 million, or 61.9 percent.  Such increase
                 was primarily a result of increased  drilling revenues, 
                 gas marketing activities and oil and gas sales.  Drilling 
                revenues for the three months ended June 30, 2001 were 
                $21.8 million  compared to $7.6 million for the three months
                ended June 30, 2000, an  increase of approximately $14.2 
                million, or 186.8 percent.  Such increase  was due to an 
                increase  in drilling and completion activities, which 
                was a direct result  of an increase in drilling funds from 
                 the Company's public  drilling programs.  Natural gas
                 sales from the marketing  activities of Riley  Natural 
                 Gas (RNG), the Company's marketing subsidiary 
                 for the three months ended  June 30, 2001 were $16.9
                 million compared  to $15.5 million for the three months
                 ended June 30, 2000, an  increase of  approximately  
                  $1.4 million or 9.0 percent.  Such  increase was due to 
                  increased volumes of gas sold with higher
                average sales prices.  Oil and gas sales from the Company's 
                producing properties  for the three months ended June 30, 2001
                were $6.5 million compared to $4.3 million for the three months 
                ended June 30, 2000, an increase of approximately $2.2 million,
                or 51.2 percent.  Such  increase was due to increased production
                from new wells drilled along with higher average sales prices of
                natural gas and oil from the Company's producing properties.  
                Financial results depend  upon many factors,  particularly the
                price of natural gas and our ability to market our production on
                economically attractive terms. Price volatility in the natural
                gas market   has remained prevalent in  the last few years.
                From  the third quarter of 1998 through the first quarter of 
                1999, we experienced a decline in energy  commodity
               prices.  However, in the summer of 2000 and 
               continuing into early 2001, prices  improved. For
                the months of April, 2000 through June  30, 
                2001, we had certain natural gas hedges in place that 
                prevented us from realizing  the full impact of this price 
                environment.  Despite this limitation, our realized natural 
                gas price for each month in the second quarter
                of 2001 was higher than the previous year. In the final 
                months of  2000 and the first quarter of 2001, the NYMEX 
                futures market reported unprecendented natural gas 
                contract prices. During the three months ended June 30, 
                2001, the hedging activities resulted in oil and gas 
                sales being $660,000 lower than  if the Company had 
                not hedged.  Well  operations and pipeline income for 
                the three months ended  June 30, 2001 was $1.4 
                million compared to $1.3 million for the  three months 
                ended June 30, 2000, an increase of approximately
                $100,000 or 7.7 percent. Other income for the three months ended
                June  30, 2001 was $516,000 compared to $288,000 for the three 
                months ended June 30, 2000, an increase of approximately 
                $228,000, or 79.2 percent. Such increase resulted from more 
                        interest  earned on higher average cash balances.
-9-
	Costs and expenses.  Costs and expenses for the three months 
                ended June 30, 2001 were $41.7 million compared to $26.5 
                million for the three months ended June 30, 2000, an increase 
                of  approximately $15.2 million or 57.4 percent.  Oil and gas
                well drilling  operations costs for the three  months ended 
               June 30, 2001 were $18.9 million compared to $6.0 million
               for the three months ended  June 30,  2000,  an increase 
               of approximately $12.9 million or 215.0 percent. Such 
               increase was due  to the increased drilling activity 
               referred to above.   The cost of gas marketing 
               activities for the three  months ended June 30, 2001
               were $17.1 million compared to $15.7 million for the three
               months  ended June 30, 2000, an increase of $1.4 million
               or  8.9 percent.  Such increase was due to the  increased gas 
               marketing  activity of  RNG with increased volumes  
              purchased at higher average sales prices.  Based on the 
              nature of the Company's gas marketing  activities,  
               hedging did not  have a significant impact on the 
               Company's net margins from marketing activities during
               either  period.  Oil and gas production  costs from the Company's
                producing properties for the three months ended June 30, 2001
                were $2.5 million  compared to $1.9 million for the  three
                months  ended June 30, 2000, an increase of approximately 
                $600,000 or 31.6 percent. Such increase  was due to the 
               increased production  from the Company's producing 
               properties. General and administrative expenses for the three 
               months  ended June 30, 2001 remained constant at 
               approximately $1.0 million as compared to the three months 
               ended June 30, 2000. Depreciation, depletion, and 
               amortization costs for the  three months ended June 30,
               2001 were $2.0 million compared to $1.7 million for the
               three months ended June 30, 2000, an increase of  
               approximately $300,000 or 17.6 percent.  Such increase
               was due to the increased amount of investment  in oil
               and gas properties owned by the  Company. Interest 
               costs for the three months ended June 30, 2001 were
               $214,000 compared to $275,000 for the three months
               ended June 30, 2000, a decrease of  approximately 
               $61,000.  The decrease was due to lower average 
               outstanding  balances and lower interest rates on 
               the Company's  credit facility.

	Net income.  Net income for the three months 
             ended June 30,  2001 was $3.8 million  compared to
            a net income of $1.9 million for  the three months 
           ended June 30, 2000, an increase  of approximately 
          $1.9 million or 100 percent.  

Six Months Ended June 30, 2001 Compared with June 30, 2000

   	Revenues.  Total revenues for the six months ended June 30, 
                2001 were $106.7 million compared to $63.6 million for the 
                        six months  ended June 30, 2000, an increase of 
                        approximately $43.1 million, or  67.8 percent.  Such 
                        increase was primarily a result of increased
                drilling revenues, gas marketing activities and oil and 
                        gas sales.  Drilling revenues for the six  months ended 
                       June 30, 2001 were $43.2 million compared to $25.4 
                       million for the six months  ended June 30, 2000, an  
                       increase of approximately $17.8 million,   or 70.1 
                       percent.  Such increase  was due to an increase 
                       in drilling  and completion activities, which was a
                      direct result of an increase drilling funds from the 
                      Company's public drilling programs. 
              Natural gas sales from the marketing activities of Riley Natural 
              Gas (RNG), the Company's marketing subsidiary  for the six 
              months ended June 30, 2001 were $45.7 million compared to 
              $27.2 million for the six months ended June 30, 2000, an 
              increase of approximately $18.5 million or 68.0 percent. 
      Such increase was due to increased volumes of gas sold with
              higher average sales prices.  Oil and gas sales from the 
              Company's producing properties for the six months ended 
              June 30,  2001 were $14.0 million compared to $7.9 million
              for the six months ended June 30, 2000, an increase of 
              approximately $6.1 million, or 77.2 percent.  Such increase
              was due to increased production from new wells drilled 
             along with higher average sales prices of natural gas and 
             oil from the Company's producing properties.  Financial 
            results depend upon many factors, particularly the price of 
            natural gas and our ability to market our production on 
            economically attractive terms. Price volatility in the natural 
            gas market has remained prevalent in the last few years. 
            From the third quarter of 1998 through the first quarter 
            of 1999, we experienced a decline in energy commodity 
            prices.  However, in the summer  of 2000 and continuing
            into early 2001, prices improved. For  the months of April,
           2000 through June 30, 2001, we had certain
           natural gas hedges in place that prevented us from 
           realizing  the full impact of this price environment. 

-10-



Despite this limitation, our realized natural gas price for each
               month in the first six months of 2001 was higher than the
               previous year. In  the final months of 2000 and the first quarter
       of 2001, the NYMEX futures market reported unprecendented 
               natural gas contract prices.  During  the six months ended 
              June 30, 2001, the hedging activities resulted in oil and 
      gas sales being $4.2 million lower than if the Company 
              had not  hedged. Well operations and pipeline income 
              for the six months ended June 30, 2001 was $2.7 million
              compared  to $2.6 million for the six  months ended June 
              30, 2000, an increase of approximately $100,000 or 3.8
              percent. Other income for the six months ended June 30,
             2001 was $973,000 compared to $425,000 for the six 
             months ended June 30, 2000,  an increase of approximately 
             $548,000, or 128.9 percent.   Such increase resulted
      from interest earned on higher average cash balances.

	Costs and expenses.  Costs and expenses for the 
              six months ended June 30, 2001 were $93.2 million compared 
              to $56.8 million for the six months ended June 30, 2000, an 
              increase of approximately $36.4 million or 64.1 percent.
      Oil and gas well drilling operations costs for  the six months
              ended June 30, 2001  were $37.4 million compared to $20.4
              million for the six months ended June 30,  2000, an increase
              of  approximately $17.0 million or 83.3 percent. Such increase
      was due to the increased drilling activity referred to above.  The
              cost of gas marketing activities for the six months ended June 
              30, 2001 were $45.3 million compared to $27.3 million for the 
              six months ended June 30,  2000, an increase of $18.0 million
              or 65.9 percent.  Such increase was due to the increased gas 
      marketing activity of RNG with increased  volumes purchased 
              at higher average sales prices. Based on the nature of the
              Company's gas marketing activities,  hedging did not have a 
              significant impact on the Company's net margins from
      marketing activities during either period.  Oil and gas production
              costs from the Company's producing properties for the six months
             ended June 30, 2001 were $4.2 million compared to $3.9 million 
             for the six months ended June 30, 2000, an increase of 
             approximately $300,000 or 17.6 percent. Such increase was 
     due to the increased production from the  Company's producing 
             properties. General and administrative expenses for the six 
             months ended June 30, 2001  increased to $2.0 million  
             compared with $1.7 million for the six months ended
     June 30, 2000, an increase of $300,000 or 7.7 percent. Such 
              increase was due to high  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, 2001 were $4.0 million compared 
             to $3.2 million for the six  months ended June 30, 2000, an 
             increase of approximately $800,000 or 25.0 percent.  Such 
             increase was due to the increased amount of  investment in
     oil and gas properties owned by the Company. Interest costs
             for the six months ended June 30, 2001 were $428,000 
             compared  to $290,000 for the six months ended June 30, 
             2000, an increase of approximately $138,000. The increase
     was due to higher average outstanding balances offset in
             part by lower interest rates on the Company's credit facility.

	Net income.  Net income for the six months ended 
             June 30, 2001 was $9.4 million compared to a net income
            of $5.2 million for the six  months ended June 30, 2000, an
            increase of approximately $4.2 million or 80.8 percent.  








-11-


Liquidity and Capital Resources

	The Company funds its operations through a 
        combination of cash flow from operations, capital raised 
        through 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
        Bank One, formerly  First National Bank of Chicago, which 
        provides a borrowing  base of  $30.0 million, subject to 
       adequate oil and natural gas reserves.  As of  June 30, 2001,
       the outstanding balance was $15.0 million.   Interest accrues 
       at prime, with LIBOR (London Interbank Market Rate)
714:    alternatives available at the discretion of the Company.  No 
       principal  payments are required until the credit agreement 
       expires on December 31, 2004. 

	The Company closed its first drilling program of 
       2001 in the second quarter and has drilled the wells in the
       second and third quarters of 2001.  This program closed 
       with investor subscriptions  of $9.4 million compared to the
       first program of 2000 which closed with investor subscriptions
      of $5.0 million. The Company will close its second drilling 
      program of 2001 in September, 2001 and will drill the wells
      during the third and fourth quarters of 2001. Additional programs
725:   are scheduled to close in November and December of 2001. The 
726:   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.

	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 
738:   for operating improvements and costs efficiencies.  
      Management believes that the Company has adequate 
      capital to meet its operating requirements.







-12-



I
tem 3.	Quantitative and Qualitative Disclosure About Market Rate Risk

	Interest Rate Risk

	There have been no material changes in the reported market risks faced by
                          the Company since December 31, 2000.
	
	Commodity Price Risk

	The Company utilizes commodity-based derivative
                 instruments as hedges to manage a portion of its exposure to 
                 price risk from its natural gas sales and marketing activities.
                 These instruments consist of NYMEX-traded natural gas futures 
	contracts and option contracts.  These hedging arrangements 
                 have the effect of locking in  for specified periods (at 
                 predetermined prices or ranges of prices) the prices the
                 Company will receive for  the volume to which the hedge
                 relates.  As a result, while these hedging arrangements 
                 are structured to reduce the Company's  exposure to  
                 decreases in price associated with the hedging commodity,
                 they also limit the benefit the Company might  otherwise have 
                 received  from price increases associated  with the hedged 
                 commodity.  The Company's policy prohibits the use of 
                 natural gas  future and option contracts for speculative 
                 purposes.  As of June 30, 2001, PDC had  entered into a 
                 series of natural gas future contracts and  options 
                 contracts.  Open  future contracts maturing in 2001 are for
                  the sale of 2,129,800 dt of natural gas with a weighted 
                 average price of  $3.25 dt resulting in a total contract 
                 amount of  $6,927,200.  Open  option contracts maturing 
                 in 2001 are for the sale of 912,200 dt with a weighted 
                 average floor price of $3.75 dt.  The fair market
                 value of the futures contracts and options is $1,483,900 
                as of June 30, 2001 on a pre-tax basis.






























	-13-


	CONFORMED COPY



	PART II - OTHER INFORMATION 



Item 1.	Legal Proceedings

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


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, 2001.




	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 8, 2001      	  /s/ Steven R. Williams          
				Steven R. Williams
				   President


Date:	 August 8, 2001      	  /s/ Dale G. Rettinger           
				Dale G. Rettinger
				Executive Vice President
				and Treasurer









	-14-
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