SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
July
17, 2008
Date
of report (Date of earliest event reported)
Petroleum
Development Corporation
Exact
Name of Registrant as Specified in Charter
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Nevada
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0-7246
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95-2636730
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State
or Other Jurisdiction
of
Incorporation
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Commission
File
Number
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IRS
Employer
Identification
Number
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120
Genesis Boulevard, Bridgeport, WV 26330
Address
of Principal Executive Offices
304-842-3597
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):
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[
]
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Written
communications pursuant to Rule 425 under Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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No
Change
Former
Name or Former Address, if Changed Since Last Report
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
One July
17, 2008, the Company filed its Second Amended and Restated Articles of
Incorporation (the “Amendment”) with the State of Nevada. This
Amendment was described in the Company’s most recent proxy statement and was
approved by its shareholders at its 2008 annual shareholder's
meeting. The Amendment primarily amends the Articles to:
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1)
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increase
the number of authorized shares of common stock from 50,000,000 to
100,000,000, and
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2)
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authorize
up to 50,000,000 shares of preferred
stock.
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The full
text of the Amendment is attached as Exhibit 3.1 and incorporated herein by
reference.
EXHIBIT
INDEX
Item
9.01. Financial Statements and Exhibits.
Exhibits.
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Exhibit
No.
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Description
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3.1
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Second
Amended and Restated Articles of Incorporation of Petroleum Development
Corporation
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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.
PETROLEUM
DEVELOPMENT CORPORATION
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Date:
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July
23, 2007
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By:
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/s/ Richard W.
McCullough
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Richard
W. McCullough
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Vice
Chairman & Chief Executive
Officer
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