UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

------------

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES ~~AND~~ EXCHANGE ACT OF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~May~~December 1729, ~~2010~~2011

EASTERN 1998D LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

West Virginia

333-41977-04

55-0757539

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1775 Sherman Street, Suite 3000

Denver, Colorado 80203

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (303) 860-5800

PDC 1998-D Limited Partnership

(~~Exact~~Former ~~Name~~name ofor ~~Registrant~~former asaddress, ~~Specified~~if inchanged ~~Charter~~since last report)

West Virginia	333-41977-04	55-0757539
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1775 Sherman Street, Suite 3000, Denver, Colorado 80203

(Address of Principal Executive Offices)

303-860-5800

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

~~(Former~~¨ ~~Name~~Pre-commencement orcommunications ~~Former~~pursuant ~~Address,~~to ifRule ~~Changed~~14d-2(b) ~~Since~~under ~~Last~~the ~~Report~~Exchange Act (17 CFR 240.14d-2(b))

~~Item~~¨ ~~2.01 Completion~~Pre-commencement ofcommunications ~~Acquisition~~pursuant orto ~~Disposition~~Rule of13e-4(c) ~~Assets~~under the Exchange Act (17 CFR 240.13e-4(c))

On May 17, 2010, the Partnership’s Managing General Partner, Petroleum Development Corporation (“PDC”), on behalf of the Partnership entered into an agreement with an unaffiliated third party, whereby PDC will divest all the of the Partnership’s Michigan assetsItem 5. ~~The~~03 ~~sale~~Amendments ~~encompasses~~to ~~100%~~Articles of ~~the~~Incorporation ~~Partnership’s~~or ~~working~~Bylaws; ~~interest~~Changes in ~~its~~Fiscal ~~wells~~Year in the Antrim Shale formation in northern Michigan. These assets represent approximately 52% of the Partnership’s oil and gas reserves and were valued by the unaffiliated third party at $2.8 million. The proceeds from the sale will be used for cash distributions to partners, operating costs, or production enhancements to the Partnership’s remaining oil and gas properties. The sale is subject to normal contingencies to closing. PDC anticipates that closing will occur on or about July 30, 2010, and will have an effective date of May 1, 2010.

Effective as of December 29, 2011, Petroleum Development Corporation (dba PDC Energy), a Nevada corporation (“PDC”), in its capacity as managing general partner of PDC 1998-D Limited Partnership (the “Partnership”) and in accordance with the Limited Partnership Agreement of the Partnership, has changed the Partnership’s name to “Eastern 1998D Limited Partnership.”

A certificate of amendment to the certificate of limited partnership of the Partnership (the “Certificate of Amendment”) to change the Partnership’s name to “Eastern 1998D Limited Partnership” became effective on December 29, 2011. On December 29, 2011, the Limited Partnership Agreement of the Partnership was amended to reflect the name change (such amendment, the “Partnership Agreement Amendment”). The foregoing descriptions of the Certificate of Amendment and Partnership Agreement Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the documents filed as Exhibits 3.1 and 3.2, respectively, which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

3.1		Certificate of Amendment to the Certificate of Limited Partnership

3.2		First Amendment to Limited Partnership Agreement

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 1998-D Limited Partnership


	EASTERN 1998D LIMITED PARTNERSHIP

	By:	PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner

Date: January 5, 2012	By:	/s/ Daniel W. Amidon
	Name:	Daniel W. Amidon
	Title:	General Counsel and Secretary

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

Exhibit Index


Exhibit Number		Description

3.1		Certificate of Amendment to the Certificate of Limited Partnership

3.2		First Amendment to Limited Partnership Agreement

Filing Compare · Eastern 1998D Limited Partnership