United States securities and exchange commission logo

                              July 7, 2020

       Barton Brookman
       President and Chief Executive Officer
       1775 Sherman Street, Suite 3000
       Denver, Colorado 80203

                                                        Re: PDC ENERGY, INC.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2019
                                                            Filed February 27,
                                                            File No. 001-37419

       Dear Mr. Brookman:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for Fiscal Year Ended December 31, 2019

       Financial Condition, Liquidity and Capital Resources, page 56

   1.                                                   You disclose that you
are subject to various financial covenants under your Revolving
                                                        Credit Agreement
including financial ratios which include a requirement to maintain a
                                                        minimum current ratio
of not less than 1.0 to 1.0 and a maximum consolidated leverage
                                                        ratio of not more than
4.0 to 1.0. However, we note that you had a working capital deficit
                                                        at December 31, 2019
and 2018. Tell us, and revise your disclosure to clarify, how these
                                                        financial ratios are
calculated. To the extent that these measures reflect transactions that
                                                        have not yet occurred,
e.g. additional borrowings under existing credit agreements, your
                                                        revised disclosure
should clarify that and describe all material aspects of those future
                                                        transactions, including
increased debt levels and interest expense.
 Barton Brookman
FirstName   LastNameBarton Brookman
July 7, 2020NamePDC ENERGY, INC.
July 7,2 2020 Page 2
FirstName LastName
Reconciliation of Non-U.S. GAAP Financial Measures
Cash flows from operations to adjusted cash flows from operations and free cash
flow (deficit),
page 63

2.       You deduct the net change in operating assets and liabilities from
your measure Adjusted
         cash flows from operations. You also deduct capital expenditures for
development of
         crude oil and natural gas properties and add or deduct the change in
accounts payable
         related to capital expenditures from your liquidity measure Free cash
flow (deficit).
         Please address the following:

                Tell us why it is appropriate to deduct changes in operating
assets and liabilities that
              represent normal, recurring, cash operating expenses necessary to
operate a
              business from Adjusted cash flows from operations; and,
                Tell us why it is appropriate to add or deduct the change in
accounts payable related
              to capital expenditures from Free cash flow (deficit).

         Refer to Item 10(e)(1)(ii)(A) and (B) and Question 100.01 of the
Compliance and
         Disclosure Interpretations on Non-GAAP Financial Measures.
Crude Oil and Natural Gas Information - Unaudited
Changes in Estimated Quantities of Proved Reserves, page 116

3.       Your disclosure under this section identifies multiple factors
impacting your proved
         reserves without indicating the amount attributable to each factor.
For example, the
         discussion you have provided under the caption Revisions of Previous
         Developed Reserves indicates that "proved developed reserves
experienced a net positive
         revision of 17.3 MMBoe due to a decrease in operating costs,
performance revisions and
         other items", and that "these net positive revisions were partially
offset by a decrease in
         prices for crude oil, natural gas and NGLs", without indicating the
amount attributable to
         each factor. If multiple factors materially contribute to or offset
changes in reported
         reserve quantities, indicate the quantity attributable to each factor.
Note that this comment
         applies to similar disclosure appearing throughout this section.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 Barton Brookman
July 7, 2020
Page 3

       You may contact Sandra Wall, Petroleum Engineer at (202) 551-6001 with
any questions
regarding engineering comments. You may contact Sondra Snyder, Staff Accountant
at (202)
551-3332 or Gus Rodriguez, Accounting Branch Chief at (202) 551-3752 with any
regarding comments on the financial statements and related matters, or with any

FirstName LastNameBarton Brookman                       Sincerely,
Comapany NamePDC ENERGY, INC.
                                                        Division of Corporation
July 7, 2020 Page 3                                     Office of Energy &
FirstName LastName