Sec Form 5 Filing - MORGAN ROGER J @ PETROLEUM DEVELOPMENT CORP - 2003-12-31

FORM 5 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 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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1. Name and Address of Reporting Person MORGAN ROGER J 2. Issuer Name and Ticker or Trading Symbol PETROLEUM DEVELOPMENT CORP [ PETD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Secretary (Last) (First) (Middle) C/O PETROLEUM DEVELOPMENT CORP, 103 E MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2003 (Street) BRIDGEPORT, WV26330 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock ( 4 ) 05/09/2003 G V 400 D $ 0 100,444 D Common Stock ( 4 ) 06/02/2003 S V 5,000 D $ 9.23 95,444 D Common Stock 12/03/2003 S V 200 D $ 14.33 95,244 ( 1 ) D Common Stock 12/04/2003 S V 3,000 D $ 14.3 92,244 ( 2 ) D Common Stock 12/04/2003 S V 1,600 D $ 14.25 90,644 ( 2 ) D Common Stock 12/04/2003 S V 200 D $ 14.28 90,444 ( 2 ) D Common Stock 02/09/2004( 3 ) S V 10,000 D $ 21.6772 80,444 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MORGAN ROGER J C/O PETROLEUM DEVELOPMENT CORP 103 E MAIN STREET BRIDGEPORT, WV26330 Secretary Signatures /s/ Roger J. Morgan 02/17/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Form 4 was filed under Accession Number 0001195386-03-000002 with Amount of Securities Beneficially Owned Following Reported Transaction overstated due to missed filing earlier in 2003. ( 2 )Form 4 was filed under Accession Number 0001195386-03-000003 with Amount of Securities Beneficially Owned Following Reported Transaction overstated due to missed filing from earlier in 2003. ( 3 )Late report of transaction due to correction of earlier stated items listed on this Form 5. ( 4 )Form 4 was unfiled in error.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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