September 20, 2019

R. Scott Meyers
Chief Financial Officer
PDC Energy, Inc.
1775 Sherman Street, Suite 3000
Denver, Colorado 80203

       Re: PDC Energy, Inc.
           Form 10-K for Fiscal Year Ended December 31, 2018
           Filed February 28, 2019
           Form 8-K Filed August 8, 2019
           File No. 001-37419

Dear Mr. Meyers:

       We have reviewed your filings and have the following comments. In some
of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 8-K Filed August 8, 2019

Exhibit 99.1
Non-GAAP Financial Measures, page 6

1.    Revise your presentation of the non-GAAP measure adjusted diluted
earnings per share to
      provide a reconciliation to earnings per share, the most directly
comparable financial
      measure calculated in accordance with GAAP. Refer to Item 10(e)(1)(i)(B)
of Regulation
      S-K and, for additional guidance, question 102.05 of the Compliance &
Disclosure
      Interpretations for Non-GAAP Financial Measures. As part of your revised
disclosure,
      explain how your calculations of adjusted diluted earnings per share
consider anti-dilutive
      shares excluded from GAAP net loss per share.
2.    Revise to provide a reconciliation of the non-GAAP measure free cash flow
to the most
      directly comparable GAAP basis measure and disclose the reasons why the
presentation
      of free cash flow provides useful information to investors. Refer to
Items 10(e)(1)(i)(B)
 R. Scott Meyers
PDC Energy, Inc.
September 20, 2019
Page 2
         and (C) of Regulation S-K. To the extent applicable, tell us how you
considered question
         102.10 of the Compliance & Disclosure Interpretations for Non-GAAP
Financial
         Measures regarding forward-looking non-GAAP measures.
3.       The non-GAAP measures adjusted net income, adjusted diluted earnings
per share,
         and adjusted EBITDAX appear to include the gain recognized on the sale
of properties
         and equipment. Clarify the reasons why your non-GAAP measures provide
useful
         information (e.g., to help investors more meaningfully evaluate and
compare future results
         of operations to previously reported results of operations) and
explain to us why the
         calculations of these measures do not adjust for the gain from the
sale of properties and
         equipment. Refer to Item 10(e)(1)(i)(C) of Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Jeannette Wong, Staff Accountant, at 202-551-2137 if you
have
questions regarding comments on the financial statements and related matters.
Please contact
Ethan Horowitz, Accounting Branch Chief, at 202-551-3311 with any other
questions.



FirstName LastNameR. Scott Meyers                            Sincerely,
Comapany NamePDC Energy, Inc.
                                                             Division of
Corporation Finance
September 20, 2019 Page 2                                    Office of Natural
Resources
FirstName LastName