8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

November 8, 2010

Date of report (Date of earliest event reported)

Petroleum Development Corporation

(Doing Business as PDC Energy)

Exact Name of Registrant as Specified in Charter

Nevada	0-7246	95-2636730
State or Other Jurisdiction of Incorporation	Commission File Number	IRS Employer Identification Number

1775 Sherman Street, Suite 3000, Denver, CO 80203

Address of Principal Executive Offices

304-842-3597

Registrant's telephone number, including area code

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 7.01                      Regulation FD Disclosure.

Item 2.02                      Results of Operations and Financial Conditions.

The following information is furnished pursuant to both Item 7.01 and 2.02.

On November 8, 2010, Petroleum Development Corporation (dba PDC Energy) (the “Company”) reported its 2010 third quarter results.  A copy of the news release is attached by reference as Exhibit 99.1.

The Company has previously scheduled a teleconference call with investors on Monday, November 8, 2010, at 1:00 p.m. ET to discuss its third quarter 2010 results. A copy of the earnings call slide presentation is attached by reference as Exhibit 99.2 and can be found on the Company website at www.petd.com.

Information included in this report, and in Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in the filing.

The press release and slides furnished as exhibits to this report include forward-looking statements within the meaning of the Securities Act of 1933 and the Exchange Act.  Such forward-looking statements are subject to certain risks and uncertainties, as disclosed by the Company from time to time in its filings with the Securities and Exchange Commission.  As a result of these factors, the Company’s actual results may differ materially from those indicated or implied by such forward-looking statements.  Except as required by law, we disclaim any obligation to publicly update or revise forward looking statements after the date of this report to conform them to actual results.

EXHIBIT INDEX

Item 9.01                        Financial Statements and Exhibits.

Exhibit No.	Description
99.1	PRESS RELEASE Petroleum Development Corporation Announces Third Quarter 2010 Results
99.2	EARNINGS CALL PRESENTATION Petroleum Development Corporation 2010 Third Quarter Teleconference

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:	November 8, 2010
By:	/s/ Richard W. McCullough
	Richard W. McCullough
	Chairman and CEO

EX-99.1

PDC Energy Reports Third Quarter 2010 Results; Production Increases Over Second Quarter 2010; Significant Drilling Activity Increase Over Third Quarter 2009

DENVER, CO, November 8, 2010: PDC Energy (“PDC” or the “Company”) (NASDAQ:PETD) today reported its third quarter 2010 operating and financial results.

Third Quarter 2010 Highlights

·   The Company reported net income from continuing operations attributable to shareholders for the third quarter 2010 of $3.2 million, or $0.16 per diluted share, compared with a September 30, 2009 quarterly net loss from continuing operations of $24.7 million, or $1.45 per diluted share.

·   Adjusted net loss from continuing operations, a non-GAAP financial measure defined below, was $1.9 million for the third quarter 2010, compared to an adjusted net loss from continuing operations of $3.4 million for the same 2009 period.

·   Third quarter 2010 results reflect a 4.6% increase in average realized sales prices (including realized gains on derivatives), to $6.42 per Mcfe compared to $6.14 per Mcfe for the third quarter 2009.

·   The Company drilled 39.7 total net wells during the third quarter 2010, compared to 21.0 total net wells drilled in the same 2009 period.

·   Third quarter 2010 production from continuing operations of 9.2 Bcfe was in line with guidance and above second quarter 2010 production from continuing operations of 8.6 Bcfe.

·   The Company’s liquidity at September 30, 2010 was at $198.1 million, compared to $238.2 million at December 31, 2009.

·   The Company amended and restated its revolving bank loan facility agreement on November 4, 2010.  The new facility increases the Company’s borrowing base, adds additional lenders, and amends certain other provisions including a cost reduction on its borrowing grid.  The bank commitment was increased by $45 million to $350 million.  Additionally, the maturity was extended to November 2015.

Richard W. McCullough, Chairman and Chief Executive Officer, stated, “Third quarter financial results were in-line with guidance and our production continues to exceed forecast.  In fact, with our recent Wolfberry Permian acquisitions and our planned fourth quarter increase in drilling, we are well ahead of our stated projections for oil and liquids production that we laid out earlier this year.  We now expect the oil and liquids component of our 2010 production exit rate to exceed 30%.

“Our drilling success in the Wattenberg Field, the acquisition of additional producing assets and acreage located in the Wolfberry trend, along with initiating our horizontal Niobrara drilling, has enabled us to increase to a six rig drilling program. To support this increase in drilling activity we recently upsized our borrowing base revolver to $350 million, extended the maturity to November 2015, and added additional lenders.  As we continue to successfully execute on our plans, 2011 is setting up to be a very good year in spite of challenging gas prices.”

Financial Results

Natural gas and oil sales revenues from the Company's continuing operations for the third quarter 2010 were up 12.1% to $48.1 million, an increase of $5.2 million from $42.9 million for the same 2009 period.  The average realized price of natural gas and oil, including realized gains and losses on derivatives, was $6.42 per Mcfe in the third quarter 2010 compared to $6.14 per Mcfe in the third quarter of 2009.  The average sales price for natural gas and oil, excluding realized and unrealized gains and losses on derivatives, during this year’s third quarter was $5.60 per Mcfe, an increase of 37.6% from $4.07 per Mcfe for the same quarter 2009.

Commodity price risk management contributed a gain of $19.0 million for the third quarter of 2010.  The $19.0 million gain was comprised of a $7.5 million realized gain and an $11.5 million unrealized gain.  Both the realized and unrealized gains were the result of lower natural gas and oil spot prices.  Commodity price risk management resulted in a net loss of $13.8 million for the third quarter 2009, which was comprised of a $21.8 million realized gain offset by a $35.6 million unrealized loss.

Natural gas and oil production and well operations costs from continuing operations increased 13.6% to $16.7 million, or $1.82 per Mcfe for the third quarter 2010, compared to $14.7 million, or $1.39 per Mcfe for the third quarter 2009.  The per Mcfe expense increase was primarily attributable to well workovers, which include tubing and casing repairs of $2 million, and environmental remediation charges of $1 million recorded in the third quarter 2010.

DD&A expense from continuing operations for the third quarter 2010 decreased 11.6% to $28.2 million, from $31.9 million in the respective 2009 quarter.  This decrease was primarily attributable to the 13.1% decrease in production volumes in the third quarter 2010 versus the third quarter 2009.  DD&A expense related to natural gas and oil properties for the third quarter 2010 was $26.5 million, or $2.87 per Mcfe, compared to $29.9 million, or $2.79 per Mcfe, for the third quarter 2009.

G&A expense increased to $10.4 million in the third quarter 2010, from $9.6 million in the same 2009 period.  The increase was primarily related to payroll and benefits recorded in the third quarter 2010, of which $0.5 million was related to increased stock compensation expense.

The Company’s exploration expense decreased from $6.6 million in the third quarter 2009 to $3.7 million in the third quarter 2010.  The decrease was largely the result of a $2.8 million third quarter 2009 impairment of North Dakota acreage related to the termination of an exploration agreement and costs recorded in the third quarter of 2009 for demobilization of drilling rigs in the Piceance Basin.

Interest expense decreased $1.0 million to $8.2 million in the third quarter 2010, from $9.2 million in the same period of 2009, primarily as a result of lower average outstanding borrowings under the Company’s bank credit facility during the third quarter 2010.  Debt to book capitalization was 36.7% at September 30, 2010.

Average Costs Related to Oil and Gas Operations (per Mcfe)
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2010	2009	2010	2009
Average lifting costs (lease operating expense, exclusive of production taxes)	$          1.21	$          0.79	$          1.16	$          0.78
Exploration expense (less impairment and amortization)	$          0.29	$          0.28	$          0.44	$          0.33
DD&A (oil and gas properties only)	$          2.87	$          2.79	$          2.89	$          2.87

Drilling Activity

As of September 30, 2010, a total of 38 gross wells, all of which were drilled in 2010, were waiting to be fractured and/or turned in line for gas pipeline connection.

Wells Drilled
	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
	Gross	Net	Gross	Net	Gross	Net	Gross	Net
Rocky Mountain Region:
Wattenberg	35	31.3	17	16.0	113	95.4	59	53.2
Piceance	7	7.0	-	-	23	23.0	1	1.0
NECO	-	-	2	1.0	-	-	7	3.5
North Dakota	-	-	-	-	2	0.5	1	0.5
Total Rocky Mountain Region	42	38.3	19	17.0	138	118.9	68	58.2
Appalachian Basin	2	1.4	4	4.0	6	3.7	7	7.0
Total Wells Drilled	44	39.7	23	21.0	144	122.6	75	65.2

Gas and Oil Sales and Production

Natural gas and oil sales from the Company’s continuing operations for the third quarter 2010 were up 12.1% to $48.1 million compared to $42.9 million for the same prior year period, an increase of $5.2 million.  The revenue increase was attributable to a 37.6% increase in weighted average prices per Mcfe in the third quarter 2010 versus the third quarter 2009, offset by a 13.1% production decrease in the third quarter 2010 versus the third quarter of 2009.

Production from continuing operations for the third quarter 2010 was 13.1% below production for the same period in 2009 due to the Company’s decision to reduce capital spending in 2009 in response to the weaker commodity price environment, and the contribution of Shallow Devonian producing properties in the Appalachian Basin to the PDC Mountaineer LLC joint venture.

The following table provides production from continuing operations for the three months and nine months ended September 30, 2010 and 2009:

	Three Months Ended			Nine Months Ended
	September 30,			September 30,
			Percentage			Percentage
	2010	2009	Change	2010	2009	Change
Production
Natural gas (Mcf)
Rocky Mountain Region	6,457,832	7,683,151	-15.9%	18,764,728	23,195,519	-19.1%
Appalachian Basin(1)	612,447	968,494	-36.8%	1,813,690	2,971,374	-39.0%
Other	76,861	16,877	*	112,731	92,825	21.4%
Total	7,147,140	8,668,522	-17.6%	20,691,149	26,259,718	-21.2%
Oil (Bbls)
Rocky Mountain Region	322,182	308,277	4.5%	946,045	989,035	-4.3%
Appalachian Basin(1)	2,334	3,338	-30.1%	4,181	7,241	-42.3%
Other	11,494	235	*	11,494	745	*
Total	336,010	311,850	7.7%	961,720	997,021	-3.5%
Natural gas equivalents (Mcfe)
Rocky Mountain Region	8,390,924	9,532,813	-12.0%	24,440,998	29,129,729	-16.1%
Appalachian Basin(1)	626,451	988,522	-36.6%	1,838,776	3,014,820	-39.0%
Other	145,825	18,287	*	181,695	97,295	86.7%
Total	9,163,200	10,539,622	-13.1%	26,461,469	32,241,844	-17.9%
* Percentage change not meaningful or greater than 300%.
(1) For the three and nine months ended 2010, the decrease in production was the result of our contribution of natural gas and oil
properties to PDCM.

Gas and Oil Derivative Activities

The Company uses various derivative instruments to manage fluctuations in natural gas and oil prices.  PDC has in place a series of floors, collars, fixed price swaps and basis swaps on a portion of its natural gas and oil production.  A complete listing of the Company’s derivative positions as of September 30, 2010 is included in the Company’s Form 10-Q, available at the Company’s website at www.petd.com.

Non-GAAP Financial Measures

This release refers to "adjusted cash flow from operations" and “adjusted net income (loss) from continuing operations” both of which are non-GAAP financial measures.  Adjusted cash flow from operations is the cash flow earned or incurred from operating activities without regard to the collection or payment of associated receivables or payables.  Adjusted net income (loss) from continuing operations is net income (loss) from continuing operations excluding the after tax impact of unrealized gains or losses from the change in the mark-to-market value of the Company’s derivatives during the period.  The Company believes it is important to consider adjusted cash flow from operations and adjusted net income (loss) from continuing operations separately, as the Company believes it can often b e a better way to discuss changes in operating trends in its business caused by changes in production, prices, operating costs, and related operational factors, without regard to fluctuations in future commodity prices and without regard to whether the earned or incurred item was collected or paid during that year.  The Company also uses these measures because the collection of its receivables or payment of its obligations and the change in fair market value of derivatives has not been a significant issue for the Company's business, but merely a timing issue from one period to the next, with fluctuations generally caused by considerable changes in commodity prices.  Adjusted cash flow from operations and adjusted net income (loss) from operations are not measures of financial performance under U.S. GAAP and should be considered in addition to, not as a substitute for, cash flows from operations, investing, or financing activities, nor as a liquidity measure or indicator of cash flows repo rted in accordance with U.S. GAAP.

The following tables provide the calculation of adjusted cash flow from operations and adjusted net income (loss) from continuing operations, non-GAAP measures, for the three months and nine months ended September 30, 2010 and 2009 (in thousands, except per share data):

Adjusted Cash Flow from Operations
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2010	2009	2010		2009
Net cash provided by operating activities	$      21,421	$      39,312	$    116,792		$      99,971
Changes in assets and liabilities	2,215	(2,012)	(14,977)		14,735
Adjusted cash flow from operations	$      23,636	$      37,300	$    101,815		$    114,706
Adjusted Net Income (Loss) from Continuing Operations
	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2010	2009	2010		2009
Net income (loss) from continuing operations	$        3,166	$    (24,954)	$      26,017		$    (64,555)
Unrealized (gain) loss on derivatives, net	(11,355)	34,973	(36,056)		95,735
Provision for underpayment of gas sales	3,252	-	3,252		2,581
Tax effect of above adjustments	3,078	(13,419)	12,462		(37,724)
Adjusted net income (loss) from continuing operations	$      (1,859)	$      (3,400)	$        5,675	`	$      (3,963)
Weighted average diluted shares outstanding	19,406	16,962	19,319		15,530
Adjusted earnings per share - diluted	$        (0.10)	$        (0.20)	$          0.29		$        (0.26)

Petroleum Development Corporation
(dba PDC Energy)
Condensed Consolidated Statements of Operations
(unaudited; in thousands, except per share data)
	Three Months Ended September 30,		Nine Months Ended September 30,
	2010	2009	2010	2009
Revenues:
Natural gas and oil sales	$        48,070	$        42,871	$      156,133	$      121,440
Sales from natural gas marketing	18,337	11,062	53,613	43,200
Commodity price risk management gain (loss), net	19,029	(13,813)	74,508	(13,414)
Well operations, pipeline income and other	2,173	2,264	6,941	7,698
Total revenues	87,609	42,384	291,195	158,924
Costs, expenses and other:
Natural gas and oil production and well operations costs	16,685	14,705	48,217	44,242
Cost of natural gas marketing	18,300	10,179	52,830	41,420
Exploration expense	3,737	6,586	13,985	15,363
General and administrative expense	10,426	9,627	30,975	36,505
Depreciation, depletion and amortization	28,219	31,935	82,992	99,080
Gain on sale of leaseholds	(57)	-	(153)	(120)
Total costs, expenses and other	77,310	73,032	228,846	236,490
Operating income (loss)	10,299	(30,648)	62,349	(77,566)
Interest income	21	208	60	240
Interest expense	(8,174)	(9,221)	(23,646)	(27,024)
Income (loss) from continuing operations before income taxes	2,146	(39,661)	38,763	(104,350)
Provision (benefit) for income taxes	(1,020)	(14,707)	12,746	(39,795)
Income (loss) from continuing operations	3,166	(24,954)	26,017	(64,555)
Income (loss) from discontinued operations, net of tax	188	179	(1,729)	966
Net income (loss)	3,354	(24,775)	24,288	(63,589)
Less: net loss attributable to noncontrolling interest	(5)	(299)	(66)	(331)
Net income (loss) attributable to shareholders	$          3,359	$      (24,476)	$        24,354	$      (63,258)
Amounts attributable to shareholders:
Income (loss) from continuing operations	$          3,171	$      (24,655)	$        26,083	$      (64,224)
Income (loss) from discontinued operations	188	179	(1,729)	966
Net income (loss) attributable to shareholders	$          3,359	$      (24,476)	$        24,354	$      (63,258)
Earnings (loss) per share attributable to shareholders:
Basic
Income (loss) from continuing operations	$            0.16	$          (1.45)	$            1.36	$          (4.13)
Income (loss) from discontinued operations	0.01	0.01	(0.09)	0.06
Net income (loss) attributable to shareholders	$            0.17	$          (1.44)	$            1.27	$          (4.07)
Diluted
Income (loss) from continuing operations	$            0.16	$          (1.45)	$            1.35	$          (4.13)
Income (loss) from discontinued operations	0.01	0.01	(0.09)	0.06
Net income (loss) attributable to shareholders	$            0.17	$          (1.44)	$            1.26	$          (4.07)
Weighted average common shares outstanding:
Basic	19,250	16,962	19,218	15,530
Diluted	19,406	16,962	19,319	15,530

Third Quarter 2010 Teleconference and Webcast

The Company will host a conference call with investors to discuss third quarter 2010 results.  The Company invites you to join Richard W. McCullough, Chairman and Chief Executive Officer, Gysle R. Shellum, Chief Financial Officer, Barton R. Brookman, Senior Vice President – Exploration and Production, and Lance A. Lauck, Senior Vice President – Business Development, for a conference call on Monday, November 8, 2010, for a discussion of the results.  The related slide presentation will also be available on our website at www.petd.com.

Event:                           Monday, November 8, 2010, 1:00pm EST

Webcast:                           www.petd.com

Domestic:                           877-312-5520

International:                           253-237-1142

Conference ID:                           16957588

Replay Numbers:

Domestic:                           800-642-1687

International:                           706-645-9291

Conference ID:                           16957588

About PDC Energy

PDC Energy is an independent energy company engaged in the development, production and marketing of natural gas and oil.  Its operations are focused in the Rocky Mountains with additional operations in the Appalachian and Permian Basins.  PDC is included in the S&P SmallCap 600 Index and the Russell 3000 Index of Companies.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 ("Securities Act") and Section 21E of the Securities Exchange Act of 1934 ("Exchange Act") regarding our business, financial condition, results of operations and prospects.  All statements other than statements of historical facts included in and incorporated by reference into this report are forward-looking statements.  Words such as expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements herein, which include statements of estimated natural gas and oil production and reserves, drilling plans, future cash flows, anticipated liquidity, anticipated capital expenditures and our management’s s trategies, plans and objectives.  However, these are not the exclusive means of identifying forward-looking statements herein.  Although forward-looking statements contained in this report reflect our good faith judgment, such statements can only be based on facts and factors currently known to us.  Consequently, forward-looking statements are inherently subject to risks and uncertainties, including risks and uncertainties incidental to the exploration for, and the acquisition, development, production and marketing of natural gas and oil, and actual outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to:

·   changes in production volumes, worldwide demand and commodity prices for natural gas and oil;

·   changes in estimates of proved reserves;

·   declines in the values of our natural gas and oil properties resulting in impairments;

·   the timing and extent of our success in discovering, acquiring, developing and producing natural gas and oil reserves;

·   our ability to acquire leases, drilling rigs, supplies and services at reasonable prices;

·   the availability and cost of capital to us, including the availability of funding for the consideration payable by us to consummate the prospective mergers of the four 2004 partnerships;

·   the timing and closing, if consummated, of the mergers of the four 2004 partnerships;

·   reductions in the borrowing base under our credit facility;

·   risks incident to the drilling and operation of natural gas and oil wells;

·   future production and development costs;

·   the availability of sufficient pipeline and other transportation facilities to carry our production and the impact of these facilities on price;

·   the effect of existing and future laws, governmental regulations and the political and economic climate of the United States of America ("U.S.");

·   changes in environmental laws and the regulations and enforcement related to those laws;

·   the identification of and severity of environmental events and governmental responses to the events;

·   the effect of natural gas and oil derivative activities;

·   conditions in the capital markets; and

·   losses possible from pending or future litigation.

Further, we urge you to carefully review and consider the cautionary statements made in this press release, our annual report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission ("SEC") on March 4, 2010, as amended August 31, 2010 ("2009 Form 10-K"), and our other filings with the SEC and public disclosures.  We caution you not to place undue reliance on forward-looking statements, which speak only as of the date made.  Other than as required under the securities laws, we undertake no obligation to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this report or currently unknown facts or conditions or the occurrence of unanticipated events.

Contact:                      Marti J. Dowling

Manager Investor Relations

303-831-3926

ir@petd.com

###

Page |

EX-99.2

Third Quarter 2010 Results Teleconference

November 8, 2010

Disclaimer

The following information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on Management’s current expectations and beliefs, as well as a number of assumptions concerning future
events.

These statements are based on certain assumptions and analyses made by Management in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances.However,
whether actual results and developments will conform with Management’s expectations and predictions is subject to a number of risks and
uncertainties, general economic, market or business conditions; the opportunities (or lack thereof) that may be presented to and pursued by PDC
Energy; actions by competitors; changes in laws or regulations; and other factors, many of which are beyond the control of PDC Energy.

You are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed
or implied, as more fully discussed in our safe harbor statements found in our SEC filings, including, without limitation, the discussion under the
heading “Risk Factors” in the Company’s 2009 annual report on Form 10-K and in subsequent Form 10-Qs. All forward-looking statements are
based on information available to Management on this date and PDC Energy assumes no obligation to, and expressly disclaims any obligation to,
update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

The SEC permits oil and gas companies to disclose in their filings with the SEC proved reserves, probable reserves and possible reserves.  SEC
regulations define “proved reserves” as those quantities of oil or gas which, by analysis of geosciences and engineering data, can be estimated
with reasonable certainty to be economically producible in future years from known reservoirs under existing economic conditions, operating
methods and government regulations; “probable reserves” as unproved reserves which, together with proved reserves, are as likely as not to be
recovered; and “possible reserves” as unproved reserves which are less certain to be recovered than probable reserves.Estimates of probable
and possible reserves which may potentially be recoverable through additional drilling or recovery techniques are by nature more uncertain than
estimates of proved reserves and accordingly are subject to substantially greater risk of not actually being realized by the Company. In addition,
the Company’s reserves and production forecasts and expectations for future periods are dependent upon many assumptions, including
estimates of production decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by
significant commodity price declines or drilling cost increases.

This material also contains certain non-GAAP financial measures as defined under the Securities and Exchange Commission rules.

2

11/08/2010

Rick McCullough

Chairman and Chief Executive Officer

3

11/08/2010

Third Quarter 2010 Highlights

11/08/2010

4

•Financial results were essentially within guidance in spite of lease operating
expense which was up for the quarter due to the expensing of approximately
$2 MM which was budgeted as a capital item

•Q3 2010 realized prices of $6.42 per Mcfe compared to Q3 2009 realized
prices of $6.14 per Mcfe

•Production slightly above guidance due to Wattenberg results

•Drilled 39.7 net wells vs. 21.0 net wells in Q3 2009

•Production continues to trend higher as fourth quarter’s production and exit
rate should exceed guidance; oil’s percentage of (2010 exit rate) production
should approach 26% versus 18% of 2009 exit rate production

Third Quarter 2010 Highlights, continued

11/08/2010

5

•Drilling efficiencies continue to improve as a result of optimizing capital costs
and improving operating performance in the Piceance Basin and Wattenberg
Field

•Signed an agreement with a private company to acquire producing assets
and undeveloped acreage located in the Wolfberry oil trend in West Texas for
$40 MM in cash

•Amended and restated the Company’s revolving bank loan facility agreement
on November 4, 2010, increasing the borrowing base to $350 MM, adding
additional lenders, amending certain other provisions including a cost
reduction on its borrowing grid, and extending the maturity to November 2015

Bart Brookman

Senior Vice President - Exploration and Production

6

11/08/2010

Q1 2010 Production:
8.1
Bcfe

Rocky Mountains

Q1 2010 Production:
0.6
Bcfe

Q2 2010 Production:
0.6
Bcfe

Q3 2010 Production:
0.6
Bcfe

2010E Production:
2.5
Bcfe

Appalachian Basin (PDCM)

Q1 2010 Production:
0.3
Bcfe

Q3 2010 Production

9.2 Bcfe

Michigan
Basin (1%)

Appalachian Basin (7%)

Rocky
Mountains (90%)

Rocky
Mountains (91%)

7

Core Operating Regions

Operations Underway

Q3 2010 Production:
0.1
Bcfe

2010E Production:
0.5
Bcfe

Permian Basin

Permian (1%)

11/08/2010

Quarterly Net Production

8

•Q3 actual production exceeded
mid-year guidance

•Primarily Wattenberg Field driven

•Improved frac designs

•Production includes increased oil and
gas liquids component

•Successfully acquired and
integrated Permian assets

•Optimizing production

•Increasing production from
Marcellus

•Q4 production anticipated to be in-
line or above guidance

•Lower line pressure in Wattenberg
Field

Michigan

(reflected as discontinued operations)

11/08/2010

*Excludes Q4 anticipated acquisitions.

*

Quarterly Drilling Activity

9

•Improved capital efficiencies achieved
in drilling and completion operations

•Two rigs operating in Wattenberg Field

•One flex rig operating in Piceance Basin

•Significant improvement in spud-to-spud time

11/08/2010

3Q 2010

4Q 2010 Expectations

•Drill five Permian Basin wells

•Drill first horizontal Niobrara well in
Krieger prospect

•Spud 4th horizontal Marcellus well

•Operate 3rd vertical rig in Wattenberg
Field

* Excludes Q4 anticipated acquisitions.

*

Q3 Capital Expenditure Update
Q1-Q3 Actual & New Estimates for 4Q2010

$ in Millions

10

11/08/2010

(1) Other capital includes exploration, leasehold, facilities, and miscellaneous.

(2) Marcellus operations funded by our joint venture partner.

11

2010 Production by Area

Billion Cubic Feet Equivalent (Bcfe)

Area	Q1 2010 Actual	Q2 2010 Actual	Q3 2010 Actual	FY 2010E
Wattenberg	4.0	4.0	4.1	15.9
Piceance	3.0	2.8	3.2	11.9
NECO	1.1	1.1	1.1	4.4
Michigan*	0.3	0.4	-	0.7
West Texas	0.0	0.0	0.1	0.6
Other (ND, TX, WY,OH)	0.1	0.1	0.1	0.4
Appalachia (PDCM)	0.6	0.6	0.6	2.5
TOTAL	9.1	9.0	9.2	36.4

* Michigan production through 6/30/10 reflected as discontinued operations.

11/08/2010

Note: Full-year excludes Q4 anticipated acquisitions.

Growth in Fourth Quarter Production

11/08/2010

12

Mid-Year GuidanceNet Production2010 Exit
Rate

•Net Production9.3 Bcfe& #160; 107 MMcfe/d

•Oil360 Mbo4.3 MMBbl/d

•Gas7,200 MMcf80.8 MMcf/d

Fourth Quarter New Activity

•2nd Wolfberry Acquisition(1)0.1 Bcfe3.6
MMcfe/d

•Oil17.4 Mbo0.5 MBbl/d

•Gas 7.3 MMcf0.2 MMcf/d

•Partnership Purchases(2)0.1 Bcfe3.6 MMcfe/d

•Oil 2.2 Mbo0.07 MBbl/d

•Gas 97 MMcf3.2 MMcf/d

Updated Fourth Quarter 9.5 Bcfe114 MMcfe/d
26% oil

(1) Wolfberry acquisition production for December 2010 based on current rate estimate.

(2) Partnership production based upon December 2010 post-closing volumes. Assumes PDC successful in outstanding partnership repurchase offer.

Lifting Costs

	Q1 2010 Actual	Q2 2010 Actual	Q3 2010 Actual	FY 2010E
Direct Costs ($/Mcfe)	$0.75	$0.98	$0.97	$0.73 - $0.87
Indirect Costs ($/Mcfe)	$0.29	$0.26	$0.24	$0.27 - $0.31
Total Lifting Cost ($/Mcfe)	$1.04	$1.24	$1.21	$1.00 - $1.18

13

•Q3 2010 per unit costs increased as a result of:

•Increased workovers to enhance production (primarily in Piceance Basin)

•Accrual of facility upgrade costs in Piceance Basin and Wattenberg Field

•Total lifting costs include workover expenses of $0.08 in Q1, $0.30 in Q2,
and $0.36 in Q3

11/08/2010

Operations Highlights

•Q4 drilling activity in-line with guidance; six active drilling rigs

•Wattenberg production continues to exceed engineering expectations

•Spud first Permian Basin well

•Drilling fourth horizontal well in WV

•First horizontal Niobrara well TD’d on the Krieger Prospect in the DJ Basin

•Approved a ten year mid-stream transportation commitment in WV for future
Marcellusproduction

•Four superfracs executed in Piceance Basin with encouraging results

14

11/08/2010

Gysle Shellum

Chief Financial Officer

15

11/08/2010

Summary Financial Results

11/08/2010

16

In Millions, Except for Per Share Data

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
Measure	2010	2009	2010	2009
O&G Revenues	$48.1	$42.9	$156.1	$121.4
O&G Production & Well Operations Costs	$16.7	$14.7	$48.2	$44.2
O&G Operating Margin	$31.4	$28.2	$107.9	$77.2
Adjusted cash flow from operations(1)	$23.6	$37.3	$101.8	$114.7
Adjusted EBITDA(2)	$27.2	$36.3	$109.3	$117.2
Adjusted EBITDA (per diluted share)(1)	$1.40	$2.14	$5.66	$7.55
DD&A	$28.2	$31.9	$83.0	$99.1
G&A	$10.4	$9.6	$31.0	$36.5

(1)See appendix for Non-GAAP reconciliation of Adjusted Cash Flow from Operations and Adjusted EBITDA.

Summary Financial Results

11/08/2010

17

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
Measure	2010	2009	2010	2009
Operating income (loss)	$10.3	($30.6)	$62.3	($77.6)
Net Income (loss) attributable to .shareholders	$3.4	($24.5)	$24.4	($63.3)
Diluted earnings (loss) per share .attributable to shareholders	$0.17	($1.44)	$1.26	($4.07)

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
Measure	2010	2009	2010	2009
Adjusted net income (loss) from continuing operations(1)	($1.9)	($3.4)	$5.7	($4.0)
Adjusted earnings (loss) per share from continuing operations(1)	($0.10)	($0.20)	$0.29	($0.26)

(1)See appendix for Non-GAAP reconciliation of Adjusted Net Income.

In Millions, Except for Per Share Data

Debt Maturity Schedule

11/08/2010

18

•$350 million revolver matures
in November 2015

•Maturity schedule and increase
reflects:

–Mitigation of liquidity risk

–Diversification of funding sources

–Growing support of investing
community in our strategies and
execution

•As of September 30, 2010:

–$102 million drawn balance

–$19 million undrawn L.O.C

–$13 million cash balance

–$198 million available liquidity

$203

$102

$ in Millions

2010

2011

2012

2013

2014

2015

2016

2017

2018

Quarterly Realized Hedge Price

11/08/2010

19

As of9/30/10

Note: Weighted average for full year 2010 is $7.36/Mcfe.

Oil and Gas Per Unit Costs

11/08/2010

20

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
Measure	2010	2009	2010	2009
Average Lifting Costs(1)	$1.21	$0.79	$1.16	$0.78
DD&A (O&G Properties Only)	$2.87	$2.79	$2.89	$2.87

(1)Lifting costs represent natural gas and oil lease operating expenses, exclusive of production taxes, on a per unit basis.

Per Mcfe

Third quarter 2010 per unit costs were higher than 2009 third quarter per unit costs due to lower production and
the addition of approximately $0.33 per unit due to the incurrence of approximately  $1 million of environmental
maintenance expenses, and well workover expenses of approximately $2 million.  When amounts are adjusted
for these items the comparison was $0.88 per unit in 2010 compared to $0.79 per unit in 2009.  Most of the
difference in per unit costs was related to lower production volumes in 2010.

For the nine months ended September 30, when amounts are adjusted for the incurrence of approximately $2.6
million of environmental maintenance expenses, and well workover expenses of approximately $3.8 million, the
comparison was $0.92 per unitin 2010 versus $0.78 per unit in 2009.Most of this is related to lower production
volumes.

Lance Lauck

Senior Vice President - Business Development

21

11/08/2010

Acquiring Additional Wolfberry Assets

11/08/2010

22

Existing Production with Significant Upside Opportunities

Acquisition Summary - Announced November 3, 2010

•Acquiring 5,760 net acres in the Wolfberry Trend for $40 million

•Contiguous to existing Wolfberry acreage position

•Privately negotiated transaction

•PDC operated assets with essentially a 100% working interest

•Current net production of 330 boe/d from 6 Wolfberry wells

•7th well on flow-back

•Identified 122 locations on 40-acre spacing; plan to drill first well in December 2010

•Approximately 10 million barrels of oil equivalent (MMBOE) in 2P reserves

•90% oil and natural gas liquids, delivering full cycle cash margin of $60/BOE

•Effective date of November 1, 2010; Expect to close transaction on November 19, 2010

Doubling Size of Permian Position

11/08/2010

23

Establishes Permian Basin as a Key Development Area for PDC

Key Highlights

•Established a field office in Midland, TX

•Added experienced technical staff to lead Wolfberry development

•Drilling first Wolfberry well on initial acquisition; development ahead of schedule

•Expect to drill five wells by end of 2010

•Full testing of Wolfberry acreage areas expected by early 2011

•Anticipate 20-30 wells drilled in 2011; 1 to 2 rig program

•Workovers and production optimization projects growing base production

•Multi-year production growth expected from Wolfberry development drilling

•Implementing PDC strategy to increase liquids in corporate reserve portfolio

	Nov 2010 Acquisition	Total Permian
Acquisition Cost	$40MM	$115MM
Net Wolfberry Acres	5,760	10,500
Net Production (Boe/d)	330	900
Net 2P Reserves (MMBOE)	10.0	18.5
40-acre Drilling Locations	122	250

Appendix

24

11/08/2010

25

11/08/2010

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2010	2009	2010	2009
Net Income (loss) from continuing operations	$3.2	($25.0)	$26.0	($64.6)
Unrealized (gain) loss on derivatives, net (1)	(11.4)	35.0	(36.1)	95.7
Provision for underpayment of gas sales	3.3	-	3.3	2.6
Tax effect of above adjustments	3.1	(13.4)	12.5	(37.7)
Adjusted Net Income (loss) from continuing operations	($1.9)	($3.4)	$5.7	($4.0)
Weighted average diluted shares outstanding	19,406	16,962	19,319	15,530
Adjusted diluted earnings (loss) per share	($0.10)	($0.20)	$0.29	($0.26)

Adjusted Net Income Reconciliation

$ in Millions, Except for Per Share Data

(1)Includes natural gas marketing activities.

26

11/08/2010

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2010	2009	2010	2009
Net Cash provided by operating activities	$21.4	$39.3	$116.8	$100.0
Changes in assets and liabilities	2.2	(2.0)	(15.0)	14.7
Adjusted cash flow fromcontinuing operations	$23.6	$37.3	$101.8	$114.7
Weighted average diluted shares outstanding	19,406	16,962	19,319	15,530
Adjusted cash flow per share	$1.22	$2.20	$5.27	$7.39

Adjusted Cash Flow Reconciliation

$ in Millions, Except for Per Share Data

27

11/08/2010

Adjusted EBITDA Reconciliation

$ in Millions, Except for Per Share Data

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2010	2009	2010	2009
Net Income (loss) from continuing operations	$3.2	($25.0)	$26.0	($64.6)
Unrealized (gain) loss on derivatives, net(1)	(11.4)	35.0	(36.1)	95.7
Interest, net	8.2	9.0	23.6	26.8
Income taxes expense (benefit)	(1.0)	(14.7)	12.7	(39.8)
Depreciation, depletion & amortization	28.2	31.9	83.0	99.1
Adjusted EBITDA	$27.2	$36.3	$109.3	$117.2
Weighted average diluted shares outstanding	19,406	16,962	19,319	15,530
Adjusted EBITDA per share	$1.40	$2.14	$5.66	$7.55

(1)Includes natural gas marketing activities.

Contact Information

Investor Relations

•Peter Schreck, Vice President - Finance and Treasurer

pschreck@petd.com

•Marti Dowling, Manager Investor Relations

mdowing@petd.com

•Heather Davis, Investor Relations Coordinator

hdavis@petd.com

Corporate Headquarters

•PDC Energy

1775 Sherman Street

Suite 3000

Denver, CO80203

303-860-5800

Website

•www.petd.com

28

11/08/2010