SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~August~~May 2417, ~~2005~~2010

PDC 1997-D Limited Partnership

(Exact Name of Registrant as Specified in Charter)

West Virginia	31033-~~1514713~~63635-08	~~033~~31-~~63635-08~~1514713
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)	Commission File Number
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

~~103~~1775 ~~East~~Sherman ~~Main~~ Street~~; Bridgeport~~, ~~WV 26330~~Suite 3000, Denver, Colorado 80203

(Address of Principal Executive Offices)

~~Registrant's telephone number, including area code 304~~303-~~842~~860-~~3597~~5800

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

no change

(Former Name or Former Address, if Changed Since Last Report)

Item 82.01~~. Other Events~~ Completion of Acquisition or Disposition of Assets

~~The~~On ~~Registrant~~May ~~has determined~~17, ~~that~~2010, the ~~filing~~Partnership’s ofManaging ~~its~~General ~~Form~~Partner, ~~10-Q~~Petroleum ~~quarterly~~Development ~~report~~Corporation ~~for the quarter ended June 30~~(“PDC”), ~~2005~~on ~~will~~behalf beof ~~delayed~~the toPartnership ~~allow~~entered ~~the~~into ~~Registrant~~an ~~and~~agreement ~~its~~with ~~independent registered~~an ~~public~~unaffiliated ~~accounting~~third ~~firm~~party, ~~KPMG~~whereby ~~LLP,~~PDC towill ~~complete~~divest aall ~~comprehensive~~the ~~review~~ of the ~~Registrant'~~Partnership’s ~~derivative~~Michigan ~~accounting under Financial Accounting Standards No~~assets. ~~133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133").~~ The ~~Registrant~~sale ~~uses~~encompasses ~~derivative~~100% ~~instruments as a means~~ of ~~reducing financial~~the ~~exposure~~Partnership’s toworking ~~fluctuating~~interest ~~oil~~in ~~and~~its ~~gas~~wells ~~prices. Changes~~ in the ~~fair value~~Antrim ofShale ~~derivatives~~formation ~~classified~~in asnorthern ~~cash flow hedges from period to period are included as increases and decreases to Accumulated Other Comprehensive Income ("AOCI") under FAS 133~~Michigan. ~~This~~ These ~~hedge~~assets ~~accounting~~represent ~~treatment~~approximately is3% ~~allowed for certain derivatives, including the types~~ of ~~derivatives used by~~ the ~~Registrant to~~Partnership’s ~~reduce exposure to changes in~~ oil and gas ~~prices~~reserves ~~associated with the sale of oil~~ and ~~gas~~were ~~production. In~~valued ~~order~~by tothe ~~qualify~~unaffiliated ~~for~~third ~~that~~party ~~treatment~~at $652,000. The ~~specific standards~~proceeds ~~and~~from ~~documentation~~the ~~requirements~~sale ~~must~~will be ~~met. Based~~used onfor ~~its evaluation~~cash distributions to ~~date~~partners, ~~Petroleum~~operating ~~Development Corporation ("PDC")~~costs, ~~the~~or ~~managing general~~production ~~partner~~enhancements ofto the ~~Registrant, believes that certain of the Registrant'~~Partnership’s ~~derivative~~ ~~positions~~remaining ~~which~~oil ~~have~~and ~~been~~gas ~~accounted~~properties. The ~~for~~sale asis ~~hedges~~subject doto ~~not~~normal ~~qualify~~contingencies ~~for hedge~~to ~~accounting treatment~~closing. To PDC ~~the~~anticipates ~~extent~~ that ~~this~~closing ~~determination is correct, changes in the fair value of the derivatives~~ will beoccur ~~required~~on ~~to be expensed~~ or ~~charged~~about toJuly ~~revenue~~30, ~~during~~2010, ~~the~~and ~~period of the change. PDC believes that such treatment~~ will have noan ~~material~~effective ~~impact~~date onof ~~the~~May ~~Registrant's~~1, ~~operating cash flows or cash position~~2010.

As a part of its preparation of the Registrant's second quarter financial statements, the Registrant undertook a review of its accounting for oil and gas derivatives. The Registrant believed that its longstanding derivative accounting treatment was permitted under FAS 133. However, following discussions with KPMG and after a review of the applicable derivative accounting rules, the Registrant's accounting policies and documentation of the Registrant's derivative accounting records, PDC determined that certain of the Registrant's derivatives do not qualify for hedge accounting under FAS 133.

The primary effect of a change in classification of the derivative instrument will be the inclusion of any increases or decreases in the fair value of non-terminated derivative instruments in the calculation of the Registrant's net income for the period in which the increases or decreases in the fair value occur. Under the previous accounting treatment increases and decreases in the fair values of continuing derivative instruments were recorded in AOCI, and did not increase or decrease the net income for the period.

At this time, the Registrant anticipates that it could require as much as four to six weeks to complete the evaluation of the Registrant's derivatives, to determine the impact on the Registrant's financial statements, and to allow KPMG to complete any required review of the Registrant's financial statements. Until the evaluation has been completed, the Registrant is unable to determine whether or not the impact of the review will have a material effect upon the Registrant's net income.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PDC 1997-D Limited Partnership

Date August 25, 2005

Date:	June 9, 2010

By:	/s/ Gysle R. Shellum
	Gysle R. Shellum
	Chief Financial Officer of Petroleum Development Corporation Managing General Partner of the PDC 1996-D Limited Partnership

By /s/ Darwin L. Stump

Darwin L. Stump

Chief Financial Officer of

Petroleum Development Corporation

Managing General Partner of the

PDC 1997-D Limited Partnership

Filing Compare · Eastern 1997D Limited Partnership