UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC D.C. 20549

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

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 OR 15(d) OFof ~~THE~~The Securities Exchange Act of 1934

~~SECURITIES AND~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): November 16, 2010

~~Date of report~~PDC ~~(Date~~2005-A ofLIMITED ~~earliest event reported): December 28, 2007~~PARTNERSHIP

~~PDC 2005-A~~(Exact ~~Limited~~name ~~Partnership~~of registrant as specified in its charter)

(Exact Name of Registrant as Specified in Charter)


West Virginia	000-51309	20-2088347
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

West Virginia	000-51309	20-2088347
1775 Sherman Street, Suite 3000 Denver, Colorado		80203
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(Address of principal executive offices)		(Zip Code)

~~120 Genesis~~Registrant’s ~~Boulevard,~~telephone ~~Bridgeport~~number, ~~WV 26330~~including area code: (303) 860-5800

~~(Address of~~Not ~~Principal Executive Offices)~~applicable

~~304-842-3597~~(Former name or former address, if changed since last report.)

~~(Registrant's telephone~~Check ~~number,~~the ~~including~~appropriate ~~area~~box ~~code)~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check the appropriate~~o ~~box~~Written ~~below~~communications ifpursuant to Rule 425 under the ~~Form~~Securities ~~8-K~~Act ~~filing~~(17 isCFR ~~intended~~230.425) þ Soliciting material pursuant to ~~simultaneously satisfy~~Rule 14a-12 under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14a-12) ~~under~~o ~~any~~Pre-commencement ofcommunications ~~the~~pursuant ~~following provisions~~to Rule 14d-2(~~see~~b) ~~General~~under ~~Instruction~~the AExchange Act (17 CFR 240.14d-2.(b)) ~~below~~o Pre-commencement communications pursuant to Rule 13e-4(c): under the Exchange Act (17 CFR 240.13e-4(c))

o Item ~~Written communications pursuant to Rule 425 under Securities Act (17 CFR 230~~1.~~425)~~01 oEntry ~~Soliciting~~into ~~material~~a ~~pursuant~~Material toDefinitive ~~Rule 14a-12 under the Exchange Act (17 CFR 240~~Agreement.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~103 East~~On ~~Main~~November ~~Street~~16, ~~Bridgeport~~2010, WVPDC ~~26330~~2005-A Limited Partnership (the “Partnership”), Petroleum Development Corporation (dba PDC Energy) (“PDC”) and DP 2004 Merger Sub, LLC, a wholly owned subsidiary of PDC, entered into a merger agreement pursuant to which PDC intends to acquire the Partnership, for which it serves as the general partner. The Merger Agreement (“Merger Agreement”) is subject to the vote and approval of a majority of the limited partnership units held by limited partners of the Partnership, other than PDC and its affiliates (“non-affiliated Investor Partners.”)

~~(Former Name~~If orapproved ~~Former~~and ~~Address~~other customary conditions to closing are satisfied, ifPDC ~~Changed~~will ~~Since~~pay ~~Last~~per ~~Report~~limited partnership unit held by non-affiliated Investor Partners (other than non-affiliated Investor Partners who properly exercise appraisal rights) the following:

~~Item 4.01 Changes~~· inAn ~~Registrant's~~amount ~~Certifying Accountant~~equal to $7,000 per unit,

~~(a) Dismissal~~· Plus, the sum of ~~Current~~amounts ~~Accountants~~withheld from per unit cash distributions by the Partnership from October 1, 2010 through February 28, 2011 for the Partnership’s Well Refracturing Plan,

~~On December~~· ~~28,~~Less ~~2007, Petroleum Development Corporation,~~ the ~~managing~~sum ~~general partner~~ of ~~PDC 2005-A Limited Partnership (~~the ~~"Registrant"),~~per ~~recommended, and the~~unit ~~Audit~~cash ~~Committee~~distributions ofmade ~~the~~after ~~Board~~February of28, ~~Directors of Petroleum Development Corporation ratified~~2011, ~~the~~for ~~dismissal of KPMG LLP ("KPMG") as~~ the ~~Registrant's principal~~limited ~~accountants. The~~partnership ~~Registrant~~units ~~does not have its own audit committee and, therefore, relies upon and utilizes the services~~ of the ~~managing general partner’s audit committee~~Partnership.

The ~~audit report~~ ofper ~~KPMG~~unit onmerger value offered to non-affiliated Investor Partners under the ~~Registrant's~~Merger ~~financial~~Agreement ~~statements~~in asexchange for their limited partnership units in the Partnership was based on an effective transaction date of ~~December~~January 311, ~~2005, and~~ ~~for~~2011. Upon clearance by the ~~period~~Securities ~~from~~and ~~February~~Exchange 9Commission, ~~2005~~a ~~(date~~definitive ofproxy ~~inception)~~statement will be mailed to ~~December 31, 2005,~~the ~~did~~Partnership’s ~~not~~limited ~~contain~~partners. anAlthough ~~adverse~~there ~~opinion~~is no assurance of the likelihood or atiming ~~disclaimer~~of the completion of ~~opinion,~~the Securities and ~~was~~ ~~not qualified~~Exchange Commission’s proxy disclosure review process or ~~modified~~whether aswe towill ~~uncertainty,~~obtain ~~audit~~the ~~scope~~necessary approvals from non-affiliated Investor Partners, orwe ~~accounting principles~~expect that each of the mergers will close in the first half of 2011. ~~The~~Following ~~Registrant~~consummation ~~has~~of ~~not~~the ~~filed~~merger, ~~audited~~the ~~financial~~Partnership ~~statements since~~will ~~its~~no ~~December~~longer ~~31,~~be ~~2005,~~a ~~audit~~publically traded company, asand ~~the~~will ~~Registrant~~no islonger ~~continuing~~be required to ~~evaluate the~~file ~~impact~~reports ofwith the ~~reportable~~Securities ~~events,~~and ~~noted~~Exchange ~~below~~Commission, onand ~~its~~the ~~financial statements~~non-affiliated Investor Partners will no longer participate in the Partnership’s future earnings or growth.

~~In connection~~The ~~with~~Board ~~the~~of ~~audit~~Directors of PDC (the ~~fiscal~~“Board”) ~~year~~formed ~~ended~~a ~~December~~special 31committee, ~~2005,~~comprised ~~and the subsequent~~of ~~interim~~four ~~period~~directors ~~through~~of ~~December~~PDC ~~28,~~who ~~2007,~~are ~~there~~not ~~were~~officers or employees of the Partnership or PDC and have no: economic interest in the Partnership (~~1) disagreements~~the ~~with~~“Special ~~KPMG~~Committee”), onto ~~any~~represent ~~matter~~the interests of ~~accounting~~the ~~principles~~non-affiliated orInvestor ~~practices, financial~~Partners ~~statement~~holding ~~disclosure,~~limited orpartnership ~~auditing~~units. ~~scope~~The orSpecial ~~procedure,~~Committee ~~which disagreement(s),~~retained ifits ~~not~~own ~~resolved~~legal counsel to ~~their~~advise ~~satisfaction~~it regarding the terms of the proposed merger. Under the terms of the merger agreement, ~~would~~the ~~have~~Special ~~caused them~~ Committee may cause the Partnership to ~~make~~abandon ~~reference~~the inproposed ~~connection~~merger with, ~~their~~and ~~report~~acquisition by, PDC, at any time prior to the ~~subject~~approval ~~matter~~ of the ~~disagreement(s),~~ ormerger ~~(2)~~by ~~reportable~~the ~~events~~limited partners, ~~except~~if the Special Committee believes it has received a superior offer that: is in the best interests of the limited partners.

1. The ~~following~~Merger ~~material~~Agreement ~~weaknesses~~has inbeen ~~internal~~approved ~~control~~by ~~over~~the ~~financial~~PDC’s ~~reporting~~Board, ~~were~~on ~~identified~~behalf ~~related~~of toPDC individually, PDC, as sole member of the ~~fiscal~~DP ~~year~~Merger ~~ended~~Sub, ~~December~~and 31by the Special Committee formed by the Board, ~~2005~~on behalf of PDC in its capacity as the managing general partner of the Partnership. The merger of the Partnership with and into DP 2004 Merger Sub, LLC is subject to the vote and approval of a majority of the ~~subsequent~~limited ~~interim~~partnership ~~period~~units ~~through~~held ~~December~~by ~~28,~~non-affiliated ~~2007~~Investor Partners as well as the satisfaction of other customary closing conditions, as ~~follows:~~noted above.

· The ~~Registrant~~foregoing ~~did~~description ~~not~~of ~~have~~the ~~effective~~merger ~~policies~~agreement ~~and~~does ~~procedures,~~not orpurport ~~personnel with sufficient technical expertise~~ to ~~properly~~be ~~account~~complete ~~for~~and ~~derivative~~is ~~transactions~~qualified in ~~accordance~~its ~~with~~entirety ~~generally~~by ~~accepted~~reference ~~accounting~~to ~~principles. Specifically,~~ the ~~Registrant's~~full ~~policies~~text ~~and procedures relating to derivatives transactions were not designed effectively such that each~~ of the ~~requirements~~merger ~~for~~agreement, ~~hedge~~which ~~accounting~~is ~~were~~filed ~~evaluated~~as ~~appropriately~~Exhibit ~~with~~2.1 ~~respect~~hereto toand ~~the~~is ~~Registrant's~~incorporated ~~commodity~~by ~~based~~reference ~~derivatives~~herein.

·Additional The Registrant did not have effective policies and procedures, or personnel with sufficient technical expertise to ensure compliance with appropriate accounting principles for its oil and gas properties. Specifically, the Registrant's policies and procedures were not designed effectively to ensure that the calculation of depreciation and depletion and the determination of impairments were performed in accordance with the applicable authoritative accounting guidance.Information

·THE ~~The~~PARTNERSHIP ~~Registrant~~WILL ~~did~~FILE ~~not~~A ~~have~~PROXY ~~effective~~STATEMENT ~~policies~~AND ~~and~~OTHER ~~procedures,~~DOCUMENTS orWITH ~~personnel~~THE ~~with~~SECURITIES ~~sufficient~~AND ~~technical~~EXCHANGE ~~expertise~~COMMISSION. toINVESTORS ~~ensure~~AND ~~that~~SECURITY ~~its~~HOLDERS ~~accounting~~ARE ~~for~~URGED ~~asset~~TO ~~retirement~~CAREFULLY ~~obligations~~READ ~~complied~~THE ~~with~~PROXY ~~generally~~STATEMENT ~~accepted~~WHEN ~~accounting~~IT ~~principles.~~BECOMES ~~Specifically~~AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING PDC, ~~the~~THE ~~Registrant's~~PARTNERSHIP ~~policies~~AND ~~and~~THE ~~procedures~~MERGER ~~regarding~~OF ~~the~~THE ~~estimate~~PARTNERSHIP ofWITH ~~the~~AND ~~fair~~INTO ~~value~~A ofSUBSIDIARY ~~the~~OF ~~asset~~PDC. A ~~retirement~~DEFINITIVE ~~obligations~~PROXY ~~were~~STATEMENT ~~not~~WILL ~~designed~~BE ~~effectively~~SENT toTO ~~ensure~~THE ~~that~~LIMITED itPARTNERS ~~was~~OF ~~estimated~~THE inPARTNERSHIP ~~accordance~~SEEKING ~~with~~THEIR ~~FAS~~APPROVAL NoOF THE MERGER. INVESTORS ~~143,~~AND ~~Asset~~SECURITY ~~Retirement~~HOLDERS ~~Obligations~~MAY OBTAIN A FREE COPY OF THE DEFINITIVE PROXY STATEMENT (WHEN AVAILABLE) AND OTHER RELEVANT DOCUMENTS FILED BY PDC AND THE PARTNERSHIP WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV.

· The ~~Registrant~~definitive ~~did~~proxy ~~not~~statement ~~have~~and ~~effective~~such ~~policies~~other ~~and~~documents ~~procedures~~(when available) may also be obtained for free from PDC by directing a request to ~~ensure~~Petroleum ~~the~~Development ~~timely~~Corporation ~~reconciliation~~(dba PDC Energy), ~~review~~1775 ~~and~~Sherman ~~adjustment~~Street, ofSuite ~~significant~~3000, ~~balance~~Denver, ~~sheet~~CO ~~and~~80203, ~~income~~Attention: ~~statement~~Celesta ~~accounts~~Miracle; Telephone: (303) 860-5800, ~~which~~E-mail: ~~resulted~~cmiracle@petd.com. Investors inand security holders are urged to read the ~~identification~~proxy ofstatement ~~material~~and ~~misstatements~~the inother ~~certain~~relevant ~~significant~~documents ~~balance~~when ~~sheet~~they ~~and~~become ~~income~~available ~~statement~~before ~~accounts~~making ~~during~~any ~~the~~voting ~~Registrant's~~or ~~closing~~investment ~~process~~decision with respect to the proposed merger.

2.PDC Inand ~~connection~~certain ~~with~~of ~~KPMG's~~its ~~audit~~directors, ofofficers ~~our~~and ~~managing~~employees ~~general~~may ~~partner's~~be ~~2006~~considered ~~financial~~“participants ~~statements,~~ in ~~March 2007,~~ the ~~managing~~solicitation” ~~general~~of ~~partner,~~proxies ~~along~~from ~~with~~the ~~KPMG,~~limited ~~identified~~partners ~~that~~of the ~~managing~~Partnership. Information ~~general~~regarding ~~partner~~such ~~had~~persons ~~over~~and ~~withheld~~a ~~production~~description ~~taxes~~of ~~from~~their ~~revenue~~interest ~~distributions~~in ~~made~~the tomerger ~~its~~of 75the ~~drilling~~Partnership ~~partnerships'~~will ~~limited~~be ~~partners,~~contained ~~including~~in the ~~limited~~proxy ~~partners~~statement ofwhen ~~the~~it ~~Registrant~~is filed. Information ~~Due~~concerning tobeneficial ~~their~~ownership ~~dismissal,~~of ~~KPMG~~PDC ~~has~~stock ~~not~~by ~~sufficiently~~its ~~conducted~~directors anand ~~investigation~~certain ofexecutive ~~this~~officers ~~over~~is ~~withholding~~included ~~and~~in its ~~impact~~proxy onstatement, ~~the~~dated ~~Registrant's~~April ~~historical~~30, ~~financial~~2010, and subsequent statements of changes in beneficial ownership on file with the SEC.

KPMG has been authorized to respond fully to the inquiries of the successor independent registered public accounting firm concerning the subject matter of the foregoing.

The Registrant has provided KPMG with a copy of the foregoing statements and requested that KPMG furnish the Registrant with a letter addressed to the Securities and Exchange Commission stating whether KPMG agrees with the foregoing statements, and, if not, stating the respects in which KPMG does not agree. A letter from KPMG is attached as Exhibit 16 to this Form 8-K.

(b) ) New Independent Registered Public Accounting Firm

On December 28, 2007, the Audit Committee of the managing general partner and its Board of Directors ratified the engagement of PricewaterhouseCoopers LLP ("PwC") as the Registrant's independent registered public accounting firm.

During the fiscal year ended December 31, 2005, and through December 28, 2007, the Registrant has not consulted with PwC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements, and neither a written report was provided to the Registrant nor oral advice was provided that PwC concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of SEC Regulation S-K, or a reportable event required to be reported under Item 304(a)(1)(v) of Regulation S-K.

EXHIBIT INDEX

Item 9.01 Financial Statements and Exhibits.

~~16. Letter from~~(d) ~~KPMG LLP to the Securities and Exchange Commission dated January 4, 2008.~~Exhibits

Exhibit
Number		Description
2.1		Agreement and Plan of Merger, dated November 16, 2010, by and among Petroleum Development Corporation (dba PDC Energy), DP 2004 Merger Sub, LLC and PDC 2005-A Limited Partnership.

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 2005-A LIMITED PARTNERSHIP By: PETROLEUM DEVELOPMENT CORPORATION (dba PDC ENERGY), its Managing General Partner

Date:	January 4, 2008
Date: November 16, 2010	By:	/s/ Gysle R. Shellum
By:	/s/ Richard W. McCullough
	Name:	Gysle R. Shellum
	Richard W. McCullough
	Title:	Chief Financial Officer
	Vice Chairman and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number		Description
2.1		Agreement and Plan of Merger, dated November 16, 2010, by and among Petroleum Development Corporation (dba PDC Energy), DP 2004 Merger Sub, LLC and PDC 2005-A Limited Partnership.

Filing Compare · PDC 2005-A Limited Partnership