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) February 8, 2005

(Exact Name of Registrant as Specified in Charter)

(State or Other Jurisdiction (Commission (IRS Employer

of Incorporation) File Number) Identification No.)

(Address of Principal Executive Offices)

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

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

Item 8.01. Other events of importance to security holders.

On February 8, 2005, Company issued a news release stating that its first 2005 drilling Partnership closed with approximately $40 million in subscriptions.

EXHIBIT INDEX

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

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 February 8, 2005             

By  /s/ Darwin L. Stump                                  

        Darwin L. Stump

        Chief Financial Officer