Summary of PETROLEUM DEVELOPMENT CORP

Item 8.01. Other Events
On August 17, 2009, Petroleum Development Corporation (the "Company") issued a press release announcing that it closed its public offering of 4,312,500 shares of common stock (the "Closing"), including 562,500 shares issued upon full exercise of underwriters' over-allotment option, at a price to the public of $12.00 per share. The offering was underwritten by J.P. Morgan Securities Inc. ("J.P. Morgan"), pursuant to the Underwriting Agreement by and between the Company and J.P. Morgan, as representative of the several underwriters named in Schedule 1 of the Underwriting Agreement, dated August 11, 2009, as previously reported in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 12, 2009. The Closing took place on August 17, 2009.
The offering was made pursuant to an effective shelf Registration Statement on Form S-3 the Company filed with the U.S. Securities and Exchange Commission on November 26, 2008 and declared effective on January 30, 2009 (File No. 333-155745). A prospectus supplement relating to the offering has been filed with the U.S. Securities and Exchange Commission. A copy of the opinion of Duane Morris LLP relating to the legality of the issuance and sale of securities in the offering is attached hereto as Exhibit 5.1.
The Company's press release is filed as Exhibit 99.1 to this report. Information included in this report, and in Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in the filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit
No.             Description
5.1             Opinion of Duane Morris LLP

23.1            Consent of Duane Morris LLP (contained in Exhibit 5.1 hereto)

99.1            PRESS RELEASE
                Petroleum Development Corporation Closes Public Offering of
                4,312,500 Shares of Common Stock

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