~~SECURITIES~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

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

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~PURSUANT TO~~Date ~~SECTION~~of 13Report ~~OR 15~~(dDate of earliest event reported): OFJune ~~THE~~7, 2010

~~SECURITIES AND~~PDC ~~EXCHANGE~~2004-B ~~ACT~~LIMITED ~~OF 1934~~PARTNERSHIP

~~Date of report~~ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported): December~~specified ~~28, 2007~~in its charter)

PDC 2004-B Limited Partnership


West Virginia	000-51219	20-0547318

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)


1775 Sherman Street, Suite 3000 Denver, Colorado		80203

(Address of principal executive offices)		(Zip Code)

West Virginia	000-51219	20-0547318
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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

~~120 Genesis~~Not ~~Boulevard, Bridgeport, WV 26330~~applicable

(~~Address of~~Former ~~Principal~~name ~~Executive~~or ~~Offices~~former address, if changed since last report.)

~~304~~Check the appropriate box below if the Form 8-~~842-3597~~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 (~~Registrant's telephone~~17 ~~number,~~CFR ~~including~~230.425) ~~area~~þ ~~code~~Soliciting material pursuant to 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 the appropriate~~Item 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):~~

oOn ~~Written~~June 7, ~~communications~~2010, ~~pursuant~~PDC to2004-B ~~Rule~~Limited ~~425~~Partnership ~~under~~(the ~~Securities~~“Partnership”), ~~Act~~Petroleum Development Corporation (17“PDC”) ~~CFR~~and ~~230.425)~~DP o2004 ~~Soliciting~~Merger ~~material~~Sub, LLC, a wholly owned subsidiary of PDC, entered into a merger agreement pursuant to ~~Rule~~which ~~14a-12~~PDC ~~under~~intends to acquire the ~~Exchange~~Partnership, ~~Act~~for ~~(17~~which ~~CFR~~it ~~240~~serves as the general partner.~~14a-12)~~ oPursuant ~~Pre-commencement~~to ~~communications~~the ~~pursuant~~merger agreement, if the merger is approved and other customary conditions to ~~Rule~~closing ~~14d-2(b)~~are ~~under~~satisfied, PDC will pay $8,250 per limited partnership unit, less the ~~Exchange~~sum ~~Act~~of ~~(17~~the ~~CFR~~per ~~240~~unit cash distributions made after June 30, 2010, for the limited partnership units of the Partnership.~~14d-2(b))~~ oPDC ~~Pre-commencement~~currently ~~communications~~expects ~~pursuant~~that a definitive proxy statement will be mailed to ~~Rule~~the ~~13e-4(c)~~limited ~~under~~partners of the ~~Exchange~~Partnership ~~Act~~in ~~(17~~August 2010, ~~CFR~~and ~~240~~if the required approvals are received, PDC expects the merger to be completed early in the fourth quarter.~~13e-4(c))~~

~~103~~The Board of Directors of PDC formed a Special Committee, consisting of four independent ~~East~~members ~~Main~~of ~~Street~~the PDC Board of Directors, ~~Bridgeport~~to represent the interests of the limited partners in the Partnership (other than PDC). The Special Committee retained its own legal counsel to advise it regarding the terms of the proposed merger. Under the terms of the merger agreement, WVthe ~~26330~~Special Committee may cause the Partnership to abandon the proposed merger with, and acquisition by, PDC, at any time prior to the approval of the merger by the limited partners, if the Special Committee believes it has received a superior offer that is in the best interests of the limited partners.

~~(Former~~The merger agreement has been approved by the Board of Directors of PDC and by the Special ~~Name~~Committee. orThe ~~Former~~merger ~~Address~~of the Partnership with and into DP 2004 Merger Sub, ifLLC ~~Changed~~is ~~Since~~subject ~~Last~~to ~~Report)~~the approval of holders of a majority of the limited partner units held by limited partners of the Partnership not affiliated with PDC, as well as the satisfaction of other customary closing conditions.

~~Item~~The foregoing description of the merger agreement does not purport to be complete and is ~~4.01 Changes~~qualified in ~~Registrant’s~~its ~~Certifying~~entirety by reference to the full text of the merger agreement, which is filed as ~~Accountant~~Exhibit 2.1 hereto and is incorporated by reference herein.

~~(a) Dismissal~~Additional ~~of Current Accountants~~Information

OnTHE PARTNERSHIP WILL FILE A PROXY STATEMENT AND OTHER DOCUMENTS WITH THE SECURITIES AND ~~December~~EXCHANGE ~~28,~~COMMISSION. ~~2007,~~INVESTORS ~~Petroleum~~AND ~~Development~~SECURITY ~~Corporation,~~HOLDERS ~~the~~ARE ~~managing~~URGED ~~general~~TO CAREFULLY READ THE PROXY STATEMENT ~~partner~~WHEN ofIT ~~PDC~~BECOMES ~~2004-B~~AVAILABLE ~~Limited~~BECAUSE ~~Partnership~~IT ~~(the~~WILL ~~"Registrant"),~~CONTAIN ~~recommended~~IMPORTANT INFORMATION REGARDING PDC, THE ~~and the~~PARTNERSHIP ~~Audit~~AND ~~Committee~~THE ofMERGER ~~the~~OF ~~Board~~THE ofPARTNERSHIP ~~Directors~~WITH ofAND ~~Petroleum~~INTO ~~Development~~A SUBSIDIARY OF PDC. A DEFINITIVE PROXY ~~Corporation~~STATEMENT ~~ratified,~~WILL ~~the~~BE ~~dismissal~~SENT ofTO ~~KPMG~~THE ~~LLP~~LIMITED ~~("KPMG")~~PARTNERS asOF ~~the~~THE ~~Registrant's principal~~PARTNERSHIP ~~accountants~~SEEKING THEIR APPROVAL OF THE MERGER. ~~The~~ ~~Registrant~~INVESTORS ~~does~~AND ~~not~~SECURITY ~~have~~HOLDERS ~~its~~MAY ~~own~~OBTAIN ~~audit~~A FREE COPY OF THE DEFINITIVE PROXY STATEMENT ~~committee~~(WHEN ~~and,~~AVAILABLE) ~~therefore,~~AND ~~relies~~OTHER ~~upon~~RELEVANT ~~and~~DOCUMENTS ~~utilizes~~FILED ~~the~~BY ~~services~~PDC ofAND ~~the~~THE ~~managing general~~PARTNERSHIP ~~partner~~WITH THE SEC AT THE SEC’sS ~~audit~~WEBSITE ~~committee~~AT WWW.SEC.GOV.

The ~~audit report~~ ofdefinitive ~~KPMG~~proxy onstatement ~~the Registrant's financial statements as of December 31, 2004,~~ and ~~for~~such ~~the~~other ~~period~~documents ~~from July 2, 2004~~ (~~date~~when ~~of inception~~available) tomay ~~December~~also ~~31,~~be ~~2004,~~obtained ~~did~~for ~~not~~free ~~contain~~from anPDC ~~adverse~~by ~~opinion~~directing or a ~~disclaimer~~request ofto ~~opinion~~Petroleum Development Corporation, ~~and~~1775 ~~was~~Sherman ~~not~~Street, ~~qualified~~Suite 3000, ~~or modified as to uncertainty~~Denver, ~~audit~~CO ~~scope~~80203, orAttention: ~~accounting principles. The~~Celesta ~~Registrant~~Miracle; ~~filed~~Telephone: ~~a Form 8~~(303) 860-~~K on November 15~~5800, ~~2005,~~E-mail: ~~reporting under Item 4~~cmiracle@petd.02com. ~~that~~Investors ~~the~~and ~~previously~~security ~~filed~~holders ~~financial~~are ~~statements~~urged ~~should no longer be relied upon as the Registrant had determined that the financial statements required restatement for matters related~~ to ~~the~~read ~~accounting for derivatives,~~ the ~~calculation~~proxy ofstatement ~~depreciation~~ and ~~depletion, and~~ the ~~assessment~~ ofother ~~impairments. The~~relevant ~~Registrant~~documents ~~has~~when ~~not~~they ~~filed~~become ~~audited~~available ~~financial statements~~before ~~since~~making ~~its~~any ~~December~~voting ~~31,~~or ~~2004,~~investment ~~audit; for more information regarding~~decision ~~this~~with ~~matter,~~respect ~~see~~to ~~our Form 12b-25 filed with~~ the ~~Securities~~proposed ~~and Exchange Commission on August 15, 2006~~merger.

~~In connection~~PDC ~~with~~and ~~the~~certain ~~audit~~ of ~~the~~its ~~fiscal~~directors, ~~year~~officers ~~ended~~and ~~December~~employees ~~31,~~may ~~2004,~~be ~~and~~considered ~~the~~“participants in ~~subsequent~~the ~~period~~solicitation” ~~through~~of ~~December~~proxies ~~28,~~from ~~2007,~~the ~~there~~limited ~~were~~partners ~~no:~~of ~~(1)~~the ~~disagreements~~Partnership. Information regarding ~~with~~such ~~KPMG~~persons onand ~~any~~a ~~matter~~description of ~~accounting~~their ~~principles~~interest orin ~~practices,~~the ~~financial~~merger of the Partnership will be contained in the proxy statement ~~disclosure,~~when orit ~~auditing~~is ~~scope~~filed. orInformation ~~procedure,~~concerning ~~which~~beneficial ~~disagreement(s), if not~~ownership ~~resolved~~of toPDC ~~their~~stock by ~~satisfaction,~~its ~~would~~directors ~~have~~and ~~caused~~certain ~~them~~executive toofficers ~~make~~is ~~reference~~ included in ~~connection~~ ~~with~~its ~~their~~proxy ~~report~~statement, todated ~~the~~April 30, 2010, ~~subject~~and ~~matter~~subsequent statements of ~~the~~changes ~~disagreement(s), or (2)~~in ~~reportable~~beneficial ~~events,~~ownership ~~except~~on ~~that:~~file with the SEC.

1. The following material weaknesses in internal control over financial reporting were identified related to the fiscal year ended December 31, 2004, and the subsequent period through December 28, 2007, as follows:

· The Registrant did not have effective policies and procedures, or personnel with sufficient technical expertise to properly account for derivative transactions in accordance with generally accepted accounting principles. Specifically, the Registrant's policies and procedures relating to derivatives transactions were not designed effectively such that each of the requirements for hedge accounting were evaluated appropriately with respect to the Registrant's commodity based derivatives.

· 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.

· The Registrant did not have effective policies and procedures, or personnel with sufficient technical expertise to ensure that its accounting for asset retirement obligations complied with generally accepted accounting principles. Specifically, the Registrant's policies and procedures regarding the estimate of the fair value of the asset retirement obligations were not designed effectively to ensure that it was estimated in accordance with FAS No. 143, Asset Retirement Obligations.

· The Registrant did not have effective policies and procedures to ensure the timely reconciliation, review and adjustment of significant balance sheet and income statement accounts, which resulted in the identification of material misstatements in certain significant balance sheet and income statement accounts during the Registrant's closing process.

2. In connection with KPMG's audit of our managing general partner's 2006 financial statements, in March 2007, the managing general partner, along with KPMG, identified that the managing general partner had over withheld production taxes from revenue distributions made to its 75 drilling partnerships' limited partners, including the limited partners of the Registrant. Due to their dismissal, KPMG has not sufficiently conducted an investigation of this over withholding and its impact on the Registrant's historical financial statements.

3. The Registrant filed a Form 8-K on November 15, 2005, reporting under Item 4.02 that the previously filed financial statements should no longer be relied upon as the Registrant had determined that the financial statements required restatement for matters related to the accounting for derivatives, the calculation of depreciation and depletion, and the assessment of impairments.

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, 2004, 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~~(d) Exhibits ~~from KPMG LLP to the Securities and Exchange Commission dated January 4, 2008.~~


Exhibit
Number		Description
	2.1	Agreement and Plan of Merger, dated June 7, 2010, by and among Petroleum Development Corporation, DP 2004 Merger Sub, LLC and PDC 2004-B 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.

PETROLEUM DEVELOPMENT CORPORATION


	PDC 2004-B LIMITED PARTNERSHIP By: PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner
Date: June 8, 2010	By:	/s/ Gysle R. Shellum
		Name:	Gysle R. Shellum
		Title:	Chief Financial Officer

Date:	January 4, 2008
By:	/s/ Richard W. McCullough
	Richard W. McCullough
	Vice Chairman and Chief Financial Officer

EXHIBIT INDEX


Exhibit
Number		Description
	2.1	Agreement and Plan of Merger, dated June 7, 2010, by and among Petroleum Development Corporation, DP 2004 Merger Sub, LLC and PDC 2004-B Limited Partnership.

Filing Compare · PDC 2004-B Limited Partnership