8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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) December 6, 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

On December 6, 2006, Petroleum Development Corporation and Unioil announced that PDC has successfully completed its cash tender offer to purchase all outstanding shares of common stock of Unioil.  The Press Release is attached in Exhibit 9.01.

EXHIBIT INDEX

Item 9.01.  Financial Statements and Exhibits.

(c)  Exhibits.

The Exhibit is 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:       December 6, 2006  

By:           /s/ Richard W. McCullough     

                Richard W. McCullough

                Chief Financial Officer

EX-99

NEWS   FROM

Petroleum Development Corporation

FOR IMMEDIATE RELEASE:  December 6, 2006

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

Petroleum Development Corporation Successfully Completes Unioil Tender Offer

December 6, 2006 - Petroleum Development Corporation (NASDAQ GSM:PETD) and Unioil (NASDAQ OTC:  UNLL) announced today that PDC has successfully completed its cash tender offer to purchase all outstanding shares of common stock of Unioil.

Based on information provided by Computershare Trust Company, which is acting as the depositary for the tender offer, 9,112,750 shares of Unioil common stock, representing approximately 95.5% of all outstanding shares, were validly tendered and not withdrawn as of the expiration of the offer at 12:00 midnight, New York City time, on Monday, December 4, 2006.  All of such shares have been accepted by Wattenberg Acquisition Corporation, a Nevada corporation and a wholly owned subsidiary of Petroleum Development Corporation ("Sub").  Payment for shares validly tendered and accepted will be made promptly.  Upon such payment, Sub will have ownership of more than 90% of the outstanding shares of Unioil common stock, allowing it to effect a short-form merger of Unioil and Sub under Nevada law.   Sub will acquire the remaining shares of Unioil through a merger in which each share of Unioil common stock will be converted into the right to receive $1.91 in cash, the same consideration paid for shares in the tender offer, subject to dissenters' rights. The merger is expected to be competed promptly.

"The Unioil acquisition will incorporate easily into PDC's existing operations in the area and the producing properties will add value quickly in 2007 while development drilling over the next few years will contribute to our growth profile in years to come," said Tom Riley, PDC's President.

"SAFE HARBOR" STATEMENT
UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements made in this press release, including those relating to the expected form and timing of the merger, and all other statements in this release other than historical facts, are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Reform Act of 1995.  Such statements involve risks and uncertainties, which may cause results to differ materially from those set forth in those statements.  The merger may not be completed on the terms summarized above or at all.  In addition, the economic, competitive, governmental and other factors identified in PDC's and Unioil's filings with the Securities and Exchange Commission could affect the forward looking statements contained in this press release.  Neither PDC nor Unioil undertakes any obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this press release or to reflect the occurrence of anticipated events.

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.

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