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 * Amidon Daniel Willson   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) Gen. Counsel & Secretary (Last) (First) (Middle) 1775 SHERMAN STREET, SUITE 3000 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2011 (Street) DENVER, CO 80203 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Common Stock 12/31/2011   M   3,134 A $ 35.11 35,631 D   Common Stock 12/31/2011   F   1,288 D $ 35.11 34,343 D   Common Stock 01/02/2012   F   449 D $ 35.11 33,894 D

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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

Performance Shares/Rights

$ 35.11

12/31/2011

M

3,134

(1)

12/31/2013

Common Stock

3,134

$ 35.11

1,045 (2)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Amidon Daniel Willson 1775 SHERMAN STREET, SUITE 3000 DENVER, CO 80203			Gen. Counsel & Secretary

Signatures

/s/Daniel Willson Amidon		01/04/2012
**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)	Performance shares/rights earned based upon the average closing price of Petroleum Development Corporation ("Company") stock during December 2011, as disclosed in Form 8-K filed by the Company on March 5, 2009.
(2)	Participant holds 1,045 remaining performance shares/rights awarded in the same grant as that reported herein awarded on March 4, 2009, as well as performance shares/rights awarded separately on March 7, 2008 and March 12, 2011, in the amounts of 3,698 and 1,791 shares, respectively, all subject to future vesting and those performance criteria set forth in the Form 8-K filings on March 13, 2008 and March 12, 2011, respectively.

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