As filed with the Securities
and Exchange Commission on October 5, 2006

                                                                          
Registration No. 333-XXXXX

                                                                                                                                                           


 

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

____________________



FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF
1933

____________________



Petroleum Development
Corporation

(Exact name of
registrant as specified in its charter)

       
Nevada                                                                          
                            95-2636730               


(State or other
jurisdiction
of                                                                         
            (I.R.S.
Employer Identification No.)

 incorporation or
organization)



103 East Main Street

Bridgeport, West
Virginia              
26330

(Address of
Principal Executive Offices)  (Zip Code)

____________________



Petroleum Development
Corporation 401(k) and Profit Sharing Plan

(Full title of the plan)

____________________



Steven R. Williams

Chief Executive Officer
and Chairman

Petroleum Development
Corporation

103 East Main Street

Bridgeport, West
Virginia 26330

(Name and address of
agent for service)



(304) 842-3597

(Telephone number,
including area code,

of agent for service)

____________________



Copy to:

Laurence S. Lese, Esquire

Duane Morris LLP

1667 K Street, NW, Suite
700

Washington, DC 20006

(202) 776-7800



CALCULATION OF
REGISTRATION FEE








 
  

  
Title
  of securities

  to be registered
  
  

  
Amount
  to be

  registered (1)
  
  
  
Proposed

  Maximum offering

  price per share (2)
  
  
  
Proposed

  maximum aggregate

  offering price (2)
  
  

  
Amount
  of

  registration fee
  
 
 
  

  
Common Stock, par value $.01 per share
  
  

  
250,000 shares
  
  

  
$36.96
  
  

  
$9,240,000
  
  

  
$989
  
 


(1)   In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement (the "Registration Statement") also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Petroleum Development Corporation 401(k) and Profit Sharing Plan (the
"Plan").



(2)   Pursuant
to paragraph (h) of Rule 457, the proposed maximum offering price per share and
the proposed maximum aggregate offering price have been computed on the basis of
$36.96 per share, the average of the high and low sales prices of the common
stock of the Company on the Nasdaq Global Select
Market on October 3, 2006 (on the basis of the SEC's
§ 6(b) registration fee of $107 per million).













PART II



INFORMATION REQUIRED IN
REGISTRATION STATEMENT



Item 3.      
Incorporation of Documents by Reference.



The following material is
incorporated herein by reference:



(a)               
The
Form 10-K Annual Report for the year ended December 31, 2005.



(b)               
The
Form 10-Q Quarterly Reports for the quarters ended March 31, 2006 and June 30,
2006.



(c)       
PDC's Current Reports on Form 8-K filed on January 4,
2006; January 10, 2006; January 12, 2006; January 17, 2006; January 19, 2006;
February 15, 2006; February 16,
2006; March 6, 2006; March 10, 2006; March 21, 2006; March 30, 2006; April 3,
2006; April 5, 2006; April 14, 2006; May 15, 2006; May 26, 2006; June 5, 2006;
June 13, 2006; June 29, 2006; July 3, 2006; July 5, 2006; July 6, 2006; July 7,
2006; July 11, 2006; July 21, 2006; July 27, 2006; August 11, 2006; September
6, 2006; September 13, 2006; September 14, 2006; September 19, 2006; September 29, 2006; and October 4, 2006 and



(d)       
The description of PDC's Common Stock as set forth
under the caption "Description of Capital Stock" presented on pages
43-44 in the prospectus portion of PDC's Form S-2
Registration Statement, SEC File No. 333-36369, filed with the Commission on
October 31, 1997 and PDC's SEC Rule 424(b)(3) prospectus dated November 4, 1997, filed with the Commission
on or about November 4, 1997.



           
PDC additionally incorporates by reference herein all documents subsequently
filed by PDC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all the securities offered have been sold or
which deregisters all securities then remaining unsold, and deems such
documents to be incorporated by reference into this Registration Statement and to
be part of this Registration Statement from the dates of filing such
documents.  Copies of these documents will not be filed with this
Registration Statement.  Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that such statement is modified or superseded by a subsequently filed
document which also is or is deemed to be incorporated by reference into this
Registration Statement.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this Registration Statement except
as so modified or superseded.



Item 4.      
Description of Securities.



           
No answer to this item is required because the class of securities to be
offered is registered under Section 12 of the Exchange Act.



Item 5.      
Interests of Named Experts and Counsel.



           
The validity of the issuance of the shares of common stock registered under
this Registration Statement will be passed upon for the Company by Duane Morris
LLP, Washington, DC.  As of October 5, 2006, attorneys at Duane Morris LLP
who have recently provided substantive legal services for the Company
beneficially owned zero shares of the Company's outstanding common stock

 

II-3







Item 6.      
Indemnification of Directors and Officers.



           
PDC's bylaws contain provisions providing that
PDC shall indemnify any person who was or is a party or threatened to be made a
party to any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director, officer, employee or other agent of PDC, or is or
was serving at the request of PDC as a director, officer, employee, or other
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with that proceeding, if that
person acted in good faith and in a manner that person reasonably believed to
be in the best interests of PDC, and in actions by PDC with such care,
including reasonable inquiry, as an ordinarily prudent person in a like
position would use under similar circumstances, and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of that person was
unlawful.



           
To the extent that any director, officer, employee or other agent of PDC has
been successful on the merits in defense of any proceeding referred to in the
bylaws, that person shall be indemnified against expenses actually and
reasonably incurred by that person in connection with that proceeding. 
Except as provided in the preceding sentence, any indemnification may be made
by PDC only if authorized in the specific case upon a determination that
indemnification of the director, officer, employee or other agent is proper in
the circumstances because that person has met the applicable standard of
conduct set forth in the bylaws by (a) a majority vote of a quorum consisting
of directors who are not parties to the proceeding; (b) approval by the
affirmative vote of a majority of the shares of PDC represented and voting at a
duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum); or
(c) the court in which the proceeding is or was pending, upon application made
by PDC or the subject person or the attorney or other person rendering the
services in connection with the defense, whether or not the application by the
subject person, attorney or other person is opposed by PDC.



           
Expenses incurred in defending any proceeding may be advanced by PDC before the
final disposition of the proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or other agent of PDC to repay the
amount of the advance unless it shall be determined ultimately that the subject
person is entitled to be indemnified as authorized by the bylaws.



           
PDC's Articles of Incorporation provide that
no director or officer of PDC shall be personally liable to PDC or its
stockholders for monetary damages for breach of fiduciary duty as a director or
officer, except for liability for (i) an act or
omission that involves intentional misconduct, fraud or a knowing violation of
the law; (ii) an act or omission for which the liability of a director or
officer is expressly provided for by an applicable statute, including the
liability for payment of distributions in violation of Section 78.300 of the
Nevada Revised Statues; and (iii) any other act, omission, transaction or
breach of duty as to which any applicable statute, rule or regulation provides
that the liability of directors or officers may not be eliminated or limited.



Item 7.      
Exemption from Registration Claimed.



           
No answer to this item is required because no restricted securities are to be
reoffered or resold pursuant to this Registration Statement.



Item 8.      
Exhibits.

 

 

II-4





           
The Company hereby undertakes that it will submit or has submitted the Plan and
any amendment thereto to the Internal Revenue Service (the "IRS") in
a timely manner and has made or will make all changes required by the IRS in
order to qualify the Plan.



4.1             
Petroleum Development Corporation 401(k) and Profit Sharing Plan Summary Plan

                 
Description.



5               
Opinion of Duane Morris LLP.



23.1           
Consent of KPMG LLP.



23.2           
Awareness Letter of KPMG LLP.



23.3           
Consent by Wright & Company, Inc.



23.4           
Consent of Ryder Scott Company, LLP.



23.5           
Consent of Duane Morris LLP (included with its opinion filed as Exhibit 5).





Item 9.      
Undertakings.



           
The undersigned hereby undertakes:



           
(1)        To file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:



                       
(i)        
To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;



                       
(ii)        To reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement;



                       
(iii)       To include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;



provided, however, that paragraph (1)(i) and (1)(ii) shall not apply
if the registration statement is on Form S-8, and if the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.



           
(2)        That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

 

II-5

 





 

           
(3)        To remove from registration by
means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.



Filings Incorporating Subsequent
Exchange Act Documents by Reference

 

           
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.



Indemnification of Directors and
Officers

 

           
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

II-6

 

 





                                                                  
SIGNATURES



Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Bridgeport, West Virginia on October
5, 2006.



PETROLEUM DEVELOPMENT CORPORATION





By:/s/ Steven
R. Williams

Steven R. Williams

Chief Executive Officer and Chairman



Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.





  
   

   
Signature
   
   

   
Title

   
   

   
Date
   
  

 
  


  
/s/
  Steven R. Williams
  
Steven
  R. Williams
  
  


  
Chief
  Executive Officer and Chairman

  (principal executive officer)
  
  


  
October
  5, 2006
  
 
 
  


  
/s/
  Darwin L. Stump
  
Darwin
  L. Stump
  
  


  
Chief
  Financial Officer

  (principal financial and accounting officer)
  
  


  
October
  5, 2006
  
 
 
  

  
  

  
  

  
 
 
  


  
/s/
  Thomas E. Riley
  
Thomas
  E. Riley
  
  



  
President
  and a Director
  
  


  
October
  5, 2006
  
 
 
  

  
/s/
  Vincent F. D'Annunzio
  
Vincent
  F. D'Annunzio
  
  



  
Director
  
  


  
October
  5, 2006
  
 
 
  

  
  

  
  

  
 
 
  

  
/s/
  Jeffrey C. Swoveland
  
Jeffrey
  C. Swoveland
  
  


  
Director
  
  


  
October
  5, 2006
  
 
 
  

  
/s/
  Kimberly Luff Wakim
  
Kimberly
  Luff Wakim
  
  



  
Director
  
  


  
October
  5, 2006
  
 
 
  

  
/s/
  David C. Parke
  
David
  C. Parke
  
  


  
Director
  
  


  
October
  5, 2006
  
 
 
  

  
  

  
  

  
 


The Plan.  Pursuant to the
requirements of the Securities Act of 1933, the administrator of the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Bridgeport, West Virginia on October
5, 2006.

 

II-7

 









PETROLEUM DEVELOPMENT CORPORATION



By:/s/ Darwin
L. Stump

Darwin L. Stump, Administrator















                                                                
EXHIBIT INDEX





Exhibit No.                              
Exhibit Description





4.1                 
Petroleum Development Corporation 401(k) and Profit Sharing Plan Summary Plan
Description.



5                    
Opinion of Duane Morris LLP.



23.1               
Consent of KPMG LLP.



23.2               
Awareness Letter of KPMG LLP.



23.3               
Consent of Wright & Company, Inc.



23.4               
Consent of Ryder Scott Company, LLP.



23.5               
Consent of Duane Morris LLP (included with its opinion filed as Exhibit 5).