10-Q/A

                                                      CONFORMED COPY




                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                  FORM 10-Q
                                                 

          [X] Quarterly Report Pursuant to Section 13 or 15(d) of 
                   the Securities and Exchange Act of 1934
                     For the period ended June 30, 1995

                                     OR

          [ ] Transition Report Pursuant to Section 13 of 15(d) of 
                  the Securities and Exchange Act of  1934
              For the transition period from         to        

                        Commission file number 0-7246

              I.R.S. Employer Identification Number 95-2636730

                      PETROLEUM DEVELOPMENT CORPORATION
                           (A Nevada Corporation)
                            103 East Main Street
                            Bridgeport, WV 26330
                          Telephone: (304) 842-6256

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  XX   No      

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date: 11,040,627 shares of the
Company's Common Stock ($.01 par value) were outstanding as of June 30, 1995.


                                                              CONFORMED COPY


                               PART II - OTHER INFORMATION 


Item 1.  Legal Proceedings

     The Company is party to various legal actions in the normal course of
business which would not materially affect the Company's operations.

Item 6.  Exhibits and Reports on Form 8-K

             (a) None.

             (b) No reports on Form 8-K have been filed during the quarter
ended June 30, 1995.



                                        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 thereunto duly authorized.


                                            Petroleum Development Corporation
                                                     (Registrant)




Date:    August 2, 1995                            /s/ Steven R. Williams      
                                                       Steven R. Williams
                                                          President


Date:    August 2, 1995                            /s/ Dale G. Rettinger       
                                                       Dale G. Rettinger
                                                       Executive Vice President
                                                       and Treasurer

EX-27

 

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