8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

------------

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)  October 23, 2006

Petroleum Development Corporation

(Exact Name of Registrant as Specified in Charter)

              Nevada                                           0-7246                                        95-2636730

(State or Other Jurisdiction                       (Commission                                (IRS Employer

           of Incorporation)                                    File Number)                                Identification No.)

103 East Main Street; Bridgeport, WV    26330

(Address of Principal Executive Offices)

Registrant's telephone number, including area code    304-842-3597

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

no change

(Former Name or Former Address, if Changed Since Last Report

Item 8.01        Other Events

Petroleum Development Corporation announced today that it has completed the purchase, on the open market and through a private transaction, a total of 1,627,500 shares of the Company's common stock at an average price of $40.75 for a total purchase price of $66.3 million.

EXHIBIT INDEX

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

The news releases are filed herewith as Exhibit 99.1 and incorporated herein by reference.

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 hereunto duly authorized.

Petroleum Development Corporation

Date:       October  24, 2006             

By:           /s/ Darwin L. Stump                                  

                Darwin L. Stump

                Chief Financial Officer

EX-99

NEWS   FROM

Petroleum Development Corporation

FOR IMMEDIATE RELEASE:  October 23, 2006

CONTACT:  Steven R. Williams - (304) 842-3597   http://www.petd.com

Petroleum Development Corporation Completes Stock Repurchase Program;

PDC Board Approves Second Repurchase Program

Bridgeport West Virginia...Petroleum Development Corporation (NASDAQ GSM: PETD) today announced that it has completed the purchase, on the open market and through a private transaction, a total of 1,627,500 shares of the Company's common stock at an average price of $40.75 for a total purchase price of $66.3 million.

These shares have been purchased and will be retired in conjunction with the stock repurchase program which was approved by the Board of Directors earlier this year.

In addition, the Board of Directors of Petroleum Development Corporation on October 16, 2006 approved a second repurchase program to purchase up to 10% (1,477,109) shares of the Company's outstanding stock over the next 18 months.

Thomas E. Riley, President of Petroleum Development Corporation stated, "Completing this stock purchase will be reflected in our third and fourth quarter results.  We believe the combination of the repurchase and our very strong cash flow will continue to yield excellent results for our stockholders."

About Petroleum Development Corporation

Petroleum Development Corporation (www.petd.com) is an independent energy company engaged in the development, production and marketing of natural gas and oil. The Company operations are focused in the Rocky Mountains with additional operations in the Appalachian Basin and Michigan. During the third quarter of 2004, the Company was added to the S&P SmallCap 600 Index. Additionally, PDC was added to the Russell 3000 Index of companies in 2003.

Certain matters discussed within this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although PDC believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from expectations include financial performance, oil and gas prices, drilling program results, drilling results, regulatory changes, changes in local or national economic conditions and other risks detailed from time to time in the Company's reports filed with the SEC, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K.

###

103 East Main Street • P. O. Box 26 • Bridgeport, West Virginia • Phone:  (304) 842-3597