UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

_______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

~~Securities Exchange~~Date ~~Act~~of Report (Date of ~~1934~~earliest event reported): November 16, 2010

~~Date~~ROCKIES ~~of report~~REGION ~~(Date~~PRIVATE ofLIMITED ~~earliest event reported): January 14, 2009~~PARTNERSHIP

~~Rockies~~(Exact ~~Region~~name ~~Private Limited~~of ~~Partnership~~registrant as specified in its charter)

(Exact Name of Registrant as Specified in Charter)


West Virginia	000-51959	20-3890540
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

West Virginia	000-51959	20-3890540
1775 Sherman Street, Suite 3000 Denver, Colorado		80203
State or Other Jurisdiction of Incorporation	Commission File Number	IRS Employer Identification No.
(Address of principal executive offices)		(Zip Code)

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

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

~~Registrant’s telephone~~ (Former ~~number~~name or former address, ~~including~~if ~~area~~changed ~~code 304-842-3597~~since last report.)

~~no change~~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:

o Written communications pursuant to Rule 425 under the Securities Act (~~Former Name~~17 orCFR ~~Former~~230.425) ~~Address,~~þ ifSoliciting ~~Changed~~material ~~Since~~pursuant ~~Last~~to ~~Report~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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))

~~Check~~Item ~~the appropriate~~1.01 ~~box~~Entry ~~below~~into ifa ~~the~~Material ~~Form~~Definitive ~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A~~Agreement.~~2. below):~~

[On ]November ~~Written~~16, ~~communications~~2010, Rockies Region Private 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 ~~Rule~~which ~~425~~PDC ~~under~~intends ~~Securities~~to ~~Act~~acquire the Partnership, for which it serves as the general partner. The Merger Agreement (17“Merger ~~CFR~~Agreement”) ~~230~~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.~~425~~”)

[If ]approved ~~Soliciting~~and ~~material~~other ~~pursuant~~customary conditions to ~~Rule~~closing ~~14a-12~~are ~~under~~satisfied, ~~the~~PDC ~~Exchange~~will ~~Act~~pay per limited partnership unit held by non-affiliated Investor Partners (17other ~~CFR~~than ~~240.14a~~non-12affiliated Investor Partners who properly exercise appraisal rights) the following:

[· ]An ~~Pre-commencement~~amount ~~communications~~equal ~~pursuant~~ to ~~Rule~~$6,603 ~~14d-2(b)~~per ~~under the Exchange Act (17 CFR 240.14d-2(b))~~unit,

[· ]Plus, ~~Pre-commencement~~the ~~communications~~sum ~~pursuant~~of toamounts ~~Rule~~withheld ~~13e-4(c)~~from ~~under~~per unit cash distributions by the ~~Exchange~~Partnership ~~Act~~from ~~(17~~October ~~CFR~~1, ~~240.13e-4(c))~~2010 through February 28, 2011 for the Partnership’s Well Refracturing Plan,

~~Item 4.02~~· ~~Non-Reliance~~Less onthe ~~Previously~~sum ~~Issued~~of ~~Financial~~the ~~Statements~~per orunit acash ~~Related~~distributions ~~Audit Report~~made orafter ~~Completed~~February ~~Interim~~28, ~~Review~~2011, for the limited partnership units of the Partnership.

~~(a).Rockies Region~~The ~~Private~~per ~~Limited~~unit ~~Partnership~~merger (value offered to non-affiliated Investor Partners under the ~~"Partnership"~~Merger orAgreement in exchange for their limited partnership units in the ~~"Registrant"), which~~Partnership was ~~formed~~based on ~~December~~an 6,effective ~~2005~~transaction date of January 1, ~~filed~~2011. Upon clearance by the Securities and Exchange Commission, a ~~Registration~~definitive ~~Statement~~proxy onstatement ~~Form 10/A~~will onbe ~~October~~mailed 4,to ~~2006,~~the ~~which~~Partnership’s ~~included~~limited ~~audited~~partners. ~~financial~~Although ~~statements~~there ~~for~~is no assurance of the ~~period~~ ~~from~~likelihood ~~December~~or 6,timing ~~2005~~of ~~(date~~the completion of ~~inception)~~the toSecurities ~~December~~and ~~31,~~Exchange ~~2005,~~Commission’s asproxy ~~well as~~disclosure ~~unaudited~~review ~~condensed~~process ~~financial~~or ~~statements~~whether ~~for~~we will obtain the ~~quarter~~necessary ~~ended~~approvals ~~March~~from 31non-affiliated Investor Partners, ~~2006~~ we expect that each of the mergers will close in the first half of 2011. InFollowing ~~addition~~consummation of the merger, the Partnership ~~filed~~will no longer be a ~~Quarterly~~publically ~~Report~~traded oncompany, ~~Form 10-Q~~and ~~for~~will no longer be required to file reports with the ~~quarter~~Securities ~~ended~~and ~~June~~Exchange 30Commission, ~~2006~~and onthe ~~December~~non-affiliated 8,Investor ~~2006~~Partners will no longer participate in the Partnership’s future earnings or growth.

The ~~Registrant~~ ~~reported~~Board onof ~~December~~Directors ~~28,~~of ~~2007,~~PDC on(the ~~Form~~“Board”) ~~8-K~~formed a special committee, ~~the~~comprised ~~dismissal~~of four directors of ~~KPMG~~PDC ~~LLP~~ who are not officers or employees of the Partnership or PDC and have no economic interest in the Partnership (the “~~KPMG~~Special Committee”), asto represent the ~~Registrant’s~~interests ~~independent~~of ~~registered~~the ~~public~~non-affiliated ~~accounting firm~~Investor Partners holding limited partnership units. The ~~audit~~Special ~~report~~Committee ofretained ~~KPMG~~its onown legal counsel to advise it regarding the ~~Registrant’s~~terms ~~financial statements~~of asthe proposed merger. Under the terms of ~~December~~the ~~31,~~merger ~~2005~~agreement, ~~and~~the ~~for~~Special Committee may cause the ~~period~~Partnership ~~from~~to ~~December~~abandon 6,the ~~2005 (date~~proposed ofmerger ~~inception)~~with, toand ~~December~~acquisition 31by, ~~2005~~PDC, ~~did~~at ~~not~~any ~~contain~~time anprior ~~adverse~~to ~~opinion~~the ~~or a~~approval ~~disclaimer~~ of ~~opinion~~the merger by the limited partners, ~~and~~if ~~was~~the ~~not~~Special ~~qualified~~Committee orbelieves ~~modified~~it ashas toreceived ~~uncertainty, audit~~a ~~scope,~~superior oroffer ~~accounting~~that ~~principles~~is in the best interests of the limited partners.

~~Additionally,~~ The Merger Agreement has been approved by the ~~Registrant~~PDC’s ~~reported~~Board, on ~~December~~behalf 28of PDC individually, ~~2007~~PDC, ~~that~~as sole member of the ~~Audit~~DP ~~Committee~~Merger ofSub, and by the ~~Managing~~ ~~General~~Special ~~Partner~~Committee formed by the Board, ~~Petroleum~~on ~~Development~~behalf ~~Corporation~~of ("PDC") ~~and~~in its ~~Board~~ capacity as the managing general partner of ~~Directors~~the ~~ratified~~Partnership. The merger of the ~~engagement~~Partnership with and into DP 2004 Merger Sub, LLC is subject to the vote and approval of ~~PricewaterhouseCoopers~~a ~~LLP~~majority ~~(“PwC”)~~ of the limited partnership units held by non-affiliated Investor Partners as well as the ~~Registrant’s~~satisfaction ~~independent~~of ~~registered~~other ~~public~~customary ~~accounting~~closing ~~firm~~conditions, as noted above.

InThe ~~the course~~foregoing description of ~~preparing~~the ~~its~~merger ~~financial~~agreement ~~statements~~does ~~for~~not ~~the~~purport ~~year~~to ~~ended~~be ~~December~~complete ~~31, 2006,~~and ~~PDC~~is ~~identified~~qualified ~~errors~~ in its ~~previously~~entirety ~~issued~~by ~~financial statements. These~~reference ~~errors were related~~ to the ~~over-withholding~~full text of ~~production~~ ~~taxes on revenue distributions made to~~ the ~~limited~~merger ~~partners of the Partnership~~agreement, which ~~overstated~~is ~~production~~filed ~~and~~as ~~operating~~Exhibit ~~costs, and an error in the application of the Partnership's derivative valuation methodology~~2. In1 ~~2007,~~hereto PDC undertook an evaluation to determine whether previously issued financial statements for various limited partnerships, including the Partnership, which are subject to SEC requirements, were materially misstated and ~~required~~is ~~restatement. Until~~incorporated ~~its~~by ~~evaluation was~~reference ~~completed, the Partnership suspended its periodic filings~~herein.

AsAdditional a result of its evaluation, using the guidance found in Staff Accounting Bulletins 99 and 108, Management determined that the only previously issued financial statements for the Partnership that were materially misstated and required restatement were the unaudited interim condensed financial statements included in the Partnership’s Form 10-Q for the quarter ended June 30, 2006. On January 14, 2009, the Audit Sub-Committee (the "Committee") of the Board of Directors of the Managing General Partner, after Management’s discussion with KPMG, our former independent registered public accounting firm, and the Committee’s discussion with PwC, our current independent registered public accounting firm, concurred with management’s conclusion that the financial statements for the quarter ended June 30, 2006 were materially misstated and required restatement due to the over-withholding of production taxes, which overstated production and operating costs, and the error in the Partnership's derivative valuation methodology, cited in the previous paragraph. Readers should no longer rely upon the Registrant’s previously issued financial statements included in its Form 10-Q for the quarter ended June 30, 2006. We intend to file, as soon as practicable, a Comprehensive Form 10-K that will include financial statements for the period from December 6, 2005 (date of inception) to December 31, 2005 and the years ended December 31, 2006 and 2007, as well as unaudited interim condensed financial information for each applicable interim period in 2006 and 2007. It is expected to include information on the restatement of the Partnership’s unaudited interim condensed financial statements for the three and six month periods ended June 30, 2006, which have been restated to properly reflect the correction of the errors related to the over-withholding of production taxes from revenue distributions made to the limited partners of the Partnership and the accounting for the Partnership’s derivatives. Until the Registrant files its requisite periodic reports, investors will be unable to review the financial statements of the Partnership as an additional source of information they can use in their evaluation of their investment in the Partnership. Currently the Managing General Partner has in place a compliance effort addressing the delinquent reports of the Partnership.Information

~~The primary~~THE ~~effect~~PARTNERSHIP onWILL ~~the~~FILE ~~three~~A ~~and~~PROXY ~~six~~STATEMENT ~~month~~AND ~~periods~~OTHER ~~ended~~DOCUMENTS ~~June~~WITH ~~30,~~THE ~~2006~~SECURITIES ~~of correcting~~AND ~~the~~EXCHANGE ~~over-withholding~~COMMISSION. ofINVESTORS ~~production~~AND ~~taxes~~SECURITY ~~from~~HOLDERS ~~revenue~~ARE ~~distribution will~~URGED beTO aCAREFULLY ~~decrease~~READ inTHE ~~production~~PROXY ~~and~~STATEMENT ~~operating~~WHEN ~~costs~~IT ofBECOMES ~~approximately~~AVAILABLE ~~$229 thousand~~BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING PDC, THE PARTNERSHIP AND THE MERGER OF THE PARTNERSHIP WITH AND INTO A SUBSIDIARY OF PDC. ~~The~~A ~~primary~~DEFINITIVE ~~effect~~PROXY onSTATEMENT ~~the~~WILL ~~three~~BE ~~and~~SENT ~~six~~TO ~~month~~THE ~~periods~~LIMITED ~~ended June~~PARTNERS ~~30,~~OF ~~3006~~THE ofPARTNERSHIP ~~applying~~SEEKING ~~the~~THEIR ~~proper~~APPROVAL ~~valuation~~OF ~~methodology~~THE ~~for~~MERGER. INVESTORS ~~the~~AND ~~Partnership’s derivatives~~SECURITY ~~will~~HOLDERS beMAY anOBTAIN ~~increase~~A inFREE ~~oil~~COPY ~~and~~OF ~~gas~~THE ~~price~~DEFINITIVE ~~risk~~PROXY ~~management~~STATEMENT ~~gain,~~(WHEN ~~net of~~AVAILABLE) ~~approximately~~AND ~~$112~~OTHER ~~thousand~~RELEVANT DOCUMENTS FILED BY PDC AND THE PARTNERSHIP WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV.

~~EXHIBIT INDEX~~The definitive proxy statement and such other documents (when available) may also be obtained for free from PDC by directing a request to Petroleum Development Corporation (dba PDC Energy), 1775 Sherman Street, Suite 3000, Denver, CO 80203, Attention: Celesta Miracle; Telephone: (303) 860-5800, E-mail: cmiracle@petd.com. Investors and security holders are urged to read the proxy statement and the other relevant documents when they become available before making any voting or investment decision with respect to the proposed merger.

~~Item 9~~PDC and certain of its directors, officers and employees may be considered “participants in the solicitation” of proxies from the limited partners of the Partnership.01 Information regarding such persons and a description of their interest in the merger of the Partnership will be contained in the proxy statement when it is filed. ~~Financial Statements~~ Information concerning beneficial ownership of PDC stock by its directors and ~~Exhibits~~certain executive officers is included in its proxy statement, dated April 30, 2010, and subsequent statements of changes in beneficial ownership on file with the SEC.

~~Exhibit~~Item No9.01 ~~Description~~Financial ~~None~~Statements and Exhibits.

(d) 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 Rockies Region Private 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.

ROCKIES REGION PRIVATE LIMITED PARTNERSHIP By: PETROLEUM DEVELOPMENT CORPORATION (dba PDC ENERGY), its Managing General Partner

Date:	January 20, 2009
Date: November 16, 2010	By:	/s/ Gysle R. Shellum
By:	/s/ Gysle R. Shellum
	Name:	Gysle R. Shellum
	Gysle R. Shellum
	Title:	Chief Financial Officer
	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 Rockies Region Private Limited Partnership.

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