SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
February
1, 2008
Date
of report (Date of earliest event reported)
Petroleum
Development Corporation
Exact
Name of Registrant as Specified in Charter
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Nevada
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0-7246
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95-2636730
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State
or Other Jurisdiction
of
Incorporation
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Commission
File
Number
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IRS
Employer
Identification
Number
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120
Genesis Boulevard, Bridgeport, WV 26330
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):
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[
]
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Written
communications pursuant to Rule 425 under Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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No
Change
Former
Name or Former Address, if Changed Since Last Report
Item
7.01. Regulation FD Disclosure.
On
Friday, February 1, 2008, Petroleum
Development Corporation issue a press release announcing it has priced a
private
offering of $203.0 million aggregate principle amount of 12.0% Senior Notes
due
2018. A copy of the press release announcing the details of the
senior notes is furnished as Exhibit 99.1 to this Current report on Form
8-K.
The
Press Release is attached herein as
Exhibit 99.1
EXHIBIT
INDEX
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number: 99.l
Press
Release, dated February 1,
2008.
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
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Date:
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February
4, 2008
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By:
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/s/
Richard W. McCullough
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Richard
W. McCullough
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Vice
Chairman and Chief Financial
Officer
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