~~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 20, ~~THE~~2011

~~SECURITIES AND~~PDC ~~EXCHANGE~~2003-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 2003~~West Virginia (State or other jurisdiction of incorporation) 000-B50616 ~~Limited~~(Commission ~~Partnership~~File Number) 55-0825013 (I.R.S. Employer Identification No.)

1775 Sherman Street, Suite 3000 Denver, Colorado (~~Exact Name~~Address of ~~Registrant~~principal asexecutive ~~Specified~~offices) in80203 ~~Charter~~(Zip Code)

West Virginia	000-50616	55-0825013
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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

~~120~~Not applicable ~~Genesis~~(Former ~~Boulevard,~~name ~~Bridgeport~~or former address, ~~WV 26330~~if changed since last report)

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o 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))

~~103 East~~þ Soliciting ~~Main~~material ~~Street,~~pursuant ~~Bridgeport,~~to ~~WV 26330~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

~~Item~~ o Pre-commencement communications pursuant to Rule 13e-4~~.01 Changes~~(c) inunder ~~Registrant’s~~the ~~Certifying~~Exchange Act (17 CFR ~~Accountant~~240.13e-4(c))

(Item 1.01 Entry into a~~) Dismissal~~ ofMaterial ~~Current~~Definitive ~~Accountants~~Agreement.

On ~~December~~ 28June 20, ~~2007~~2011, ~~Petroleum Development Corporation, the managing general partner of~~ PDC 2003-B Limited Partnership (the ~~"Registrant"~~“Partnership”), ~~recommended,~~Petroleum Development Corporation (dba PDC Energy) (“PDC”) and ~~the~~ ~~Audit~~DP ~~Committee~~2004 ofMerger ~~the~~Sub, ~~Board~~LLC, ofa ~~Directors~~wholly ofowned ~~Petroleum~~subsidiary ~~Development Corporation~~of ~~ratified~~PDC, entered ~~the~~into ~~dismissal~~a ofmerger ~~KPMG~~agreement ~~LLP~~pursuant ~~("KPMG")~~to aswhich PDC intends to acquire the ~~Registrant's~~Partnership, for which ~~principal~~it ~~accountants~~serves as the general partner. The ~~Registrant~~Merger ~~does~~Agreement ~~not~~(“Merger ~~have~~Agreement”) ~~its~~is ~~own~~subject ~~audit committee~~to the vote and, ~~therefore,~~approval ~~relies~~of ~~upon~~a ~~and~~majority ~~utilizes~~of the ~~services~~limited partnership units held by limited partners of the ~~managing~~ ~~general~~Partnership, ~~partner’s~~other ~~audit~~than ~~committee~~PDC and its affiliates (“non-affiliated Investor Partners.”)

~~The audit reports~~ If ofapproved ~~KPMG on the Registrant's financial statements as of December 31, 2004~~ and ~~2003,~~other ~~and~~customary ~~for~~conditions ~~the year ended December 31, 2004, and the period from September 3, 2003 (date of inception)~~ to ~~December~~closing ~~31,~~are ~~2003~~satisfied, ~~did~~PDC ~~not~~will ~~contain an adverse~~pay ~~opinion~~per ~~or a disclaimer of opinion, and were not qualified or modified~~limited aspartnership tounit ~~uncertainty,~~held ~~audit~~by ~~scope,~~non-affiliated orInvestor ~~accounting~~Partners ~~principles. The Registrant~~(other ~~filed~~than ~~a Form 8~~non-Kaffiliated ~~on November 15, 2005, reporting under Item 4.02~~Investor ~~that the~~Partners ~~previously~~who ~~filed~~properly ~~financial~~exercise ~~statements~~appraisal ~~should~~rights) ~~no longer be relied upon as~~ the ~~Registrant~~ ~~had determined that the financial statements required restatement~~following: for matters related to the accounting for derivatives, the calculation of depreciation and depletion, and the assessment of impairments. The Registrant has not filed audited financial statements since its December 31, 2004, audit; for more information regarding this matter, see our Form 12b-25 filed with the Securities and Exchange Commission on August 15, 2006.

~~In connection~~• ~~with~~an amount equal to $7,864 per unit, subject to any adjustments made to the ~~audits~~merger ofconsideration for certain increases in commodity prices between the ~~two~~date ~~fiscal~~of ~~years~~signing ~~ended~~the ~~December~~merger ~~31,~~agreement ~~2004,~~ and the ~~subsequent~~mailing ~~period~~of ~~through~~the ~~December~~definitive 28proxy statement, ~~2007~~• plus, ~~there~~the ~~were~~sum ~~no:~~of ~~(1) disagreements~~amounts ~~with~~withheld ~~KPMG~~from onper ~~any~~unit ~~matter~~cash ofdistributions ~~accounting~~by ~~principles~~the orPartnership ~~practices, financial~~from ~~statement~~October ~~disclosure~~1, or2010 ~~auditing~~through ~~scope~~August ~~or procedure~~31, ~~which disagreement(s),~~2011 iffor ~~not~~the ~~resolved~~Partnership’s towell ~~their~~refracturing ~~satisfaction~~plan, ~~would~~• ~~have~~less, ~~caused~~the ~~them to~~sum ~~make~~of ~~reference~~the inper ~~connection~~unit ~~with~~cash ~~their~~distributions ~~report~~made toafter ~~the~~August ~~subject~~31, ~~matter~~2011, of for the ~~disagreement(s),~~ orlimited ~~(2)~~partnership ~~reportable~~units ~~events,~~of ~~except~~the ~~that:~~Partnership.

The per unit merger value offered to non-affiliated Investor Partners under the Merger Agreement in exchange for their limited partnership units in the Partnership was based on an effective transaction date of July 1, 2011. ~~The~~Upon ~~following~~clearance ~~material~~by ~~weaknesses~~the inSecurities ~~internal~~and ~~control~~Exchange Commission, ~~over~~a ~~financial~~definitive ~~reporting~~proxy ~~were~~statement ~~identified~~will ~~related~~be mailed to the ~~fiscal~~Partnership’s ~~year~~limited ~~ended~~partners. Although ~~December~~there ~~31,~~is ~~2004,~~no assurance of the likelihood or timing of the completion of the Securities and Exchange Commission’s proxy disclosure review process or whether we will obtain the ~~subsequent~~necessary approvals ~~period~~from ~~through~~non-affiliated ~~December~~Investor 28Partners, ~~2007~~we expect that each of the mergers will close in the fourth quarter of 2011. Following consummation of the merger, asthe ~~follows:~~Partnership will no longer be a publically traded company, and will no longer be required to file reports with the Securities and Exchange Commission, and the non-affiliated Investor Partners will no longer participate in the Partnership’s future earnings or growth.

· The ~~Registrant~~Board ~~did~~of ~~not~~Directors ~~have~~of ~~effective~~PDC ~~policies~~(the ~~and~~“Board”) ~~procedures~~formed a special committee, comprised of four directors of PDC who are not officers or ~~personnel~~employees ~~with~~of ~~sufficient~~the ~~technical~~Partnership ~~expertise~~or PDC and have no economic interest in the Partnership (the “Special Committee”), to ~~properly~~represent ~~account~~the ~~for~~interests ~~derivative~~of ~~transactions~~the non-affiliated inInvestor ~~accordance~~Partners ~~with~~holding ~~generally~~limited ~~accepted~~partnership ~~accounting~~units. ~~principles~~The Special Committee retained its own legal counsel to advise it regarding the terms of the proposed merger. ~~Specifically~~Under the terms of the merger agreement, the ~~Registrant's~~Special ~~policies~~Committee ~~and~~may ~~procedures~~cause ~~relating~~the Partnership to ~~derivatives~~abandon ~~transactions~~the ~~were~~proposed merger ~~not~~with, ~~designed~~and ~~effectively~~acquisition ~~such~~by, ~~that~~PDC, ~~each~~at any time prior to the approval of the ~~requirements~~merger ~~for~~by ~~hedge~~the limited ~~accounting~~partners, ~~were~~if ~~evaluated~~the ~~appropriately~~Special ~~with~~Committee ~~respect~~believes toit has received a superior offer that is in the best ~~Registrant's~~interests ~~commodity~~of ~~based~~the ~~derivatives~~limited partners.

· The ~~Registrant~~Merger ~~did~~Agreement ~~not~~has ~~have~~been ~~effective~~approved ~~policies~~by ~~and~~the ~~procedures~~PDC’s Board, oron ~~personnel~~behalf ~~with~~of ~~sufficient~~PDC ~~technical~~individually, ~~expertise~~PDC, as tosole ~~ensure~~member ~~compliance~~of ~~with~~the ~~appropriate~~DP ~~accounting~~Merger ~~principles~~Sub, ~~for~~and ~~its~~by ~~oil~~the ~~and~~Special ~~gas~~Committee ~~properties.~~formed ~~Specifically,~~by the ~~Registrant's~~Board, ~~policies~~on ~~and~~behalf ~~procedures~~of PDC ~~were~~in ~~not~~its ~~designed~~capacity ~~effectively~~as tothe ~~ensure~~managing ~~that~~general partner of the ~~calculation~~Partnership. The merger of ~~depreciation~~the Partnership with and ~~depletion~~into ~~and~~DP 2004 Merger Sub, LLC is subject to the ~~determination~~vote and approval of ~~impairments~~a ~~were~~majority of ~~performed~~the inlimited ~~accordance~~partnership ~~with~~units held by non-affiliated Investor Partners as well as the satisfaction ~~applicable~~of ~~authoritative~~other ~~accounting~~customary ~~guidance~~closing conditions, as noted above.

· The ~~Registrant~~foregoing ~~did~~description ~~not~~of ~~have~~the ~~effective~~merger ~~policies~~agreement ~~and~~does ~~procedures,~~not orpurport ~~personnel~~to ~~with~~be ~~sufficient~~complete ~~technical~~and ~~expertise~~is qualified toin ~~ensure that~~ its ~~accounting~~entirety ~~for~~by ~~asset~~reference ~~retirement~~to ~~obligations complied with generally accepted accounting principles. Specifically,~~ the ~~Registrant's~~full ~~policies~~text ~~and procedures regarding the estimate~~ of the ~~fair~~merger ~~value~~agreement, ofwhich ~~the~~is ~~asset~~filed ~~retirement~~as Exhibit 2.1 ~~obligations~~hereto ~~were~~and ~~not~~is ~~designed~~incorporated ~~effectively~~by toreference ~~ensure that it was estimated in accordance with FAS No~~herein. ~~143, Asset Retirement Obligations.~~

·Additional 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.Information

2 THE PARTNERSHIP WILL FILE A PROXY STATEMENT AND OTHER DOCUMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION. InINVESTORS ~~connection~~AND ~~with~~SECURITY ~~KPMG's~~HOLDERS ~~audit~~ARE ofURGED ~~our~~TO ~~managing~~CAREFULLY ~~general~~READ ~~partner's~~THE ~~2006~~PROXY ~~financial~~STATEMENT WHEN ~~statements,~~IT inBECOMES ~~March~~AVAILABLE ~~2007,~~BECAUSE ~~the~~IT ~~managing~~WILL ~~general~~CONTAIN ~~partner,~~IMPORTANT ~~along~~INFORMATION ~~with~~REGARDING ~~KPMG~~PDC, ~~identified~~THE PARTNERSHIP ~~that~~AND ~~the~~THE ~~managing~~MERGER ~~general~~OF ~~partner~~THE ~~had~~PARTNERSHIP ~~over~~WITH ~~withheld~~AND ~~production~~INTO ~~taxes~~A ~~from~~SUBSIDIARY ~~revenue~~OF ~~distributions~~PDC. ~~made~~A toDEFINITIVE PROXY ~~its~~STATEMENT 75WILL ~~drilling~~BE ~~partnerships'~~SENT ~~limited~~TO ~~partners,~~THE ~~including~~LIMITED ~~the~~PARTNERS ~~limited~~OF ~~partners~~THE ofPARTNERSHIP ~~the~~SEEKING ~~Registrant~~THEIR APPROVAL OF THE MERGER. ~~Due~~INVESTORS toAND ~~their~~SECURITY ~~dismissal,~~HOLDERS ~~KPMG~~MAY ~~has~~OBTAIN ~~not~~A ~~sufficiently~~FREE ~~conducted~~COPY anOF ~~investigation~~THE ofDEFINITIVE ~~this~~PROXY STATEMENT ~~over~~(WHEN ~~withholding~~AVAILABLE) ~~and~~AND ~~its~~OTHER ~~impact~~RELEVANT onDOCUMENTS ~~the~~FILED ~~Registrant's~~BY ~~historical~~PDC ~~financial~~AND ~~statements~~THE PARTNERSHIP WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV.

3. The ~~Registrant~~definitive ~~filed~~proxy astatement ~~Form~~and ~~8-K~~such onother ~~November~~documents ~~15,~~(when ~~2005,~~available) ~~reporting~~may ~~under~~also ~~Item~~be ~~4.02~~obtained for ~~that~~free ~~the~~from ~~previously~~PDC ~~filed~~by ~~financial~~directing ~~statements~~a ~~should~~request noto ~~longer~~Petroleum beDevelopment ~~relied~~Corporation ~~upon~~(dba asPDC ~~the~~Energy), 1775 ~~Registrant~~Sherman ~~had~~Street, ~~determined~~Suite 3000, ~~that~~Denver, ~~the~~CO ~~financial~~80203, ~~statements~~Attention: ~~required~~Celesta ~~restatement~~Miracle; ~~for~~Telephone: ~~matters~~(303) 860-5800, ~~related~~E-mail: tocmiracle@petd.com. ~~the~~Investors ~~accounting~~and ~~for~~security ~~derivatives,~~holders ~~the~~are ~~calculation~~urged ofto ~~depreciation~~read ~~and~~the ~~depletion,~~proxy statement and the ~~assessment~~other ofrelevant ~~impairments~~documents when they become available before making any voting or investment decision with respect to the proposed merger.

~~KPMG~~ PDC and certain of its directors, officers and employees may be considered “participants in ~~has~~the solicitation” of proxies from the limited partners of the Partnership. Information regarding ~~been~~such ~~authorized~~persons toand ~~respond~~a ~~fully~~description toof their interest in the ~~inquiries~~merger of the ~~successor~~Partnership ~~independent~~will be contained ~~registered~~in ~~public~~the ~~accounting~~proxy ~~firm~~statement when it is filed. Information concerning beneficial ownership of PDC stock by its directors and certain executive officers is included in its proxy statement, filed with the SEC ~~subject~~on ~~matter~~April 21, 2011, and subsequent statements of ~~the~~changes in beneficial ownership on file with ~~foregoing~~the SEC.

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 years ended December 31, 2004 and 2003, 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 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 20, 2011, by and among Petroleum Development Corporation, DP 2004 Merger Sub, LLC and PDC 2003-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 2003-B LIMITED PARTNERSHIP
	By:	PETROLEUM DEVELOPMENT
		CORPORATION, its Managing
		General Partner

Date: June 21, 2011	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 20, 2011, by and among Petroleum Development Corporation, DP 2004 Merger Sub, LLC and PDC 2003-B Limited Partnership.

Filing Compare · PDC 2003-B LP