8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):    November 18, 2010

PETROLEUM DEVELOPMENT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada                                              000-07246                                               95-2636730

(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
1775 Sherman Street, Suite 3000 Denver, Colorado (Address of principal executive offices)		80203 (Zip Code)

Registrant’s telephone number, including area code:   (303) 860-5800

Not applicable

(Former name or former address, if changed since last report)

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 the 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))

Item 7.01 Regulation FD Disclosure.

On November 18, 2010, Petroleum Development Corporation (the “Company”)  announced that that it has upsized and priced its previously announced underwritten public offering of its common stock.  The size of the offering has been increased from the previously announced 3,000,000 shares of  the Company’s common stock, par value, $0.01 per share (the “Common Stock”) to 3,600,000 shares of Common Stock at a price to the public of $32.00 per share.  The offering also includes up to an additional 540,000 shares of Common Stock to be sold by the Company to cover over-allotments, if any.  A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such a filing.

Item 9.01                      Financial Statements and Exhibits.

(c)  Exhibits

Exhibit Number                                           Description

99.1                                Press release, dated November 18, 2010 (furnished herewith).

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 18, 2010	By:                 /s/ Daniel W. Amidon                                                         Name:             Daniel W. Amidon Title:General  Counsel and Secretary

Exhibit Index

Exhibit Number                                           Description

99.1                                           Press release, dated November 18, 2010 (furnished herewith)

EX-99.1

PDC Energy Announces Upsizing and Pricing of Common Stock Offering

DENVER, CO, November 18, 2010: PDC Energy (“PDC” or the “Company”) (NASDAQ:PETD) today announced that it has upsized and priced its previously announced underwritten public offering of its common stock.  The size of the offering has been increased from the previously announced 3,000,000 shares of common stock to 3,600,000 shares of common stock at a price to the public of $32.00 per share.  The Company has granted the underwriters a 30-day option to purchase up to an additional 540,000 shares of common stock to cover over-allotments, if any.

The Company intends to use the net proceeds of the offering, together with other proceeds, to fund an acquisition of additional assets in the Wolfberry Trend in the Permian Basin of West Texas, which is expected to close on or about November 19, 2010; its previously announced acquisitions of the 2004 and 2005 drilling partnerships; and other acquisitions and for general corporate purposes, including drilling capital expenditures associated with the development of the horizontal Niobrara oil play and in the Wolfberry oil trend and to fund refractures and recompletions on wells acquired from the Company’s drilling partnerships.  Pending such uses, PDC intends to apply the net proceeds from this offering and other proceeds to temporarily repay the entire outstanding amount under its credit facility, with the remaining ba lance being deposited in an interest bearing account and held as cash and cash equivalents until utilized as discussed above.

Wells Fargo Securities and BofA Merrill Lynch are acting as joint book-running managers for the common stock offering.

The offering is being made pursuant to an effective shelf registration statement filed by PDC with the Securities and Exchange Commission (“SEC”).  A copy of the preliminary prospectus supplement and related base prospectus for the offering may be obtained on the SEC’s website at http://www.sec.gov.  Alternatively, the underwriters will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting Wells Fargo Securities, Attn: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, Email: cmclientsupport@wellsfargo.com, Telephone: 800-326-5897; or BofA Merrill Lynch, 4 World Financial Center, New York, New York 10080, Attn: Prospectus Department or email dg.prospect us_requests@baml.com.

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.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of the securities referred to above.  An offering of any such securities will be made only by means of a prospectus supplement to the base prospectus contained in PDC’s shelf registration statement on Form S-3, as amended.  Any such prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Except for the historical information contained herein, the matters set forth in this press release, including statements with respect to the intended use of proceeds of this offering or PDC’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934.  The words “believe,” “expect,” “should,” “could,” “estimates,” and other similar expressions identify forward-looking statements.  It is important to note that actual results could differ materially from those projected in such forward-looking statements.  For more information concerning factors that could caus e actual results to differ from those expressed or forecasted, see PDC’s annual reports on Form 10-K and quarterly reports on Form 10-Q, filed with the SEC. PDC undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Contact:                 Marti J. Dowling

Manager Investor Relations

303-831-3926

ir@petd.com

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