SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BROOKMAN BARTON R JR

(Last)

(First)

(Middle)

120 GENESIS BLVD.

(Street)

BRIDGEPORT

26330

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2008

3. Issuer Name and Ticker or Trading Symbol
PETROLEUM DEVELOPMENT CORP [ PETD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Shares	3,273⁽¹⁾	D
Restricted Shares	8,500⁽²⁾	D
Restricted Shares	2,000⁽³⁾	D
Restricted Shares	4,956⁽⁴⁾	D
Restricted Shares	2,255⁽⁵⁾	D
Common Stock	715.09	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Shares	⁽⁶⁾	12/31/2012	Performance Shares	3,698	⁽⁶⁾	D

Explanation of Responses:

1. These shares vest in annual equal installments on 5/11/2008, 5/11/2009 and 5/11/2010

2. These shares vest in the follow denominations on the follow dates: 2,000 shares on Dececmber 31, 2008, 3,000 shares on December 31, 2009 and 3,500 shares on December 31, 2010.

3. These shares vest in annual equal installments on 7/11/2008 and 7/11/2009.

4. These shares vest in annual installments of 20% with the first vesting on January 1, 2009.

5. These shares vest in annual installments of 25% with the first vesting on March 7, 2009.

6. Performance shares vesting contingent on employment and achievement of certain specified minimum thresholds of share price performance as disclosed in a Form 8-K filed on March 13, 2008 by Petroleum Development Corporation.

	/s/ Barton R. Brookman Jr.	03/18/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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