FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * WILLIAMS STEVEN R   2. Issuer Name and Ticker or Trading Symbol PETROLEUM DEVELOPMENT CORP [PETD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O PETROLEUM DEVELOPMENT CORP, 120 GENESIS BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 03/16/2006 (Street) BRIDGEPORT, WV 26330 4. If Amendment, Date Original Filed(Month/Day/Year) 03/16/2006 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Restricted Common Stock 03/16/2006   A   9,348 (1) A $ 0 403,134 D   Common Stock               16,500 I Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (Common Stock)

$ 44.95 (2)

03/16/2006

A

1,879

03/16/2007

03/16/2016

Common Stock

1,879

$ 44.95 (2)

7,749

D

Options (Common Stock)

$ 44.95 (2)

03/16/2006

A

1,879

03/16/2008

03/16/2016

Common Stock

1,879

$ 44.95 (2)

9,628

D

Options (Common Stock)

$ 44.95 (2)

03/16/2006

A

1,879

03/16/2009

03/16/2016

Common Stock

1,879

$ 44.95 (2)

11,507

D

Options (Common Stock)

$ 44.95 (2)

03/16/2006

A

1,880

03/16/2010

03/16/2016

Common Stock

1,880

$ 44.95 (2)

13,387

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WILLIAMS STEVEN R C/O PETROLEUM DEVELOPMENT CORP 120 GENESIS BLVD. BRIDGEPORT, WV 26330	X		CEO

Signatures

/s/Steven R. Williams		04/11/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	These shares vest 25% upon the passage of each year following the grant.
(2)	The options were originally incorrectly priced at $43.74 based on the closing price on the day before the date of grant. The correction is to reflect the closing price on the date of grant.

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