October 18, 2019

Barton R. Brookman, Jr.
President and Chief Executive Officer
PDC Energy, Inc.
1775 Sherman Street, Suite 3000
Denver, Colorado 80203

       Re: PDC Energy, Inc.
           Registration Statement on Form S-4
           Filed September 25, 2019
           File No. 333-233933

Dear Mr. Brookman:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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 this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-4 filed September 25, 2019

Opinions of Citi and Goldman Sachs, SRC's Financial Advisors
Opinion of Goldman Sachs
Premia Analysis, page 106

1.     We note your disclosure that Goldman Sachs reviewed and analyzed the
acquisition
       premia (discounts) for U.S. E&P transactions announced from January 1,
2009 through
       August 23, 2019 involving a public target company where the disclosed
transaction value
       was between $1 billion and $10 billion. Please revise to disclose why
Goldman Sachs
       selected this range of transaction values, given that the value of this
transaction is
       approximately $2.0 billion (inclusive of SRC's net debt), which is at
the low end of
       this range.
 Barton R. Brookman, Jr.
FirstName LastNameBarton R. Brookman, Jr.
PDC Energy, Inc.
Comapany NamePDC Energy, Inc.
October 18, 2019
October 18, 2019 Page 2
Page 2
FirstName LastName

Comparison of Rights of Stockholders of PDC and Shareholders of SRC
Exclusive Forum, page 183

2.       We note that your forum selection provision identifies a state court
located within the
         State of Delaware (or, if no state court located within the State of
Delaware has
         jurisdiction, the federal district court for the District of Delaware)
as the exclusive forum
         for certain litigation, including any "derivative action." Please
disclose whether this
         provision applies to actions arising under the Securities Act or
Exchange Act. If so,
         please also state that there is uncertainty as to whether a court
would enforce such
         provision. If the provision applies to Securities Act claims, please
also state that investors
         cannot waive compliance with the federal securities laws and the rules
and regulations
         thereunder. In that regard, we note that Section 22 of the Securities
Act creates concurrent
         jurisdiction for federal and state courts over all suits brought to
enforce any duty or
         liability created by the Securities Act or the rules and regulations
thereunder. In addition,
         please provide related risk factor disclosure describing the exclusive
forum provision and
         its impact on shareholders, including that shareholders may be subject
to increased costs
         to bring a claim, and that the provision could discourage claims or
limit investors' ability
         to bring a claim in a judicial forum that they find favorable.
General

3.       Please note that we will not be in a position to accelerate the
effectiveness of your
         registration statement until all outstanding issues related to the
review of your Exchange
         Act filings have been resolved.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Jeannette Wong, Staff Accountant, at 202-551-2137 or
Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Karina Dorin, Staff Attorney, at 202-551-3763 with
any other
questions.
 Barton R. Brookman, Jr.
PDC Energy, Inc.
October 18, 2019
Page 3

                                            Sincerely,
FirstName LastNameBarton R. Brookman, Jr.
                                            Division of Corporation Finance
Comapany NamePDC Energy, Inc.
                                            Office of Energy & Transportation
October 18, 2019 Page 3
cc:       John Elofson, Esq.
FirstName LastName