UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

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

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~PURSUANT~~ Date TOof ~~SECTION~~Report 13(Date ORof ~~15(d~~earliest event reported): OFJune 20, ~~THE~~2011

~~SECURITIES~~PDC ~~AND~~2002-D ~~EXCHANGE~~LIMITED ~~ACT OF 1934~~PARTNERSHIP

~~Date of report~~ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~November~~in 2,its ~~2010~~charter)

PDC 2002-D Limited Partnership


West Virginia	000-50226	04-3726919
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)


1775 Sherman Street, Suite 3000		80203
Denver, Colorado		(Zip Code)
(Address of principal executive offices)

West Virginia	000-50226	04-3726919
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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

~~1775~~Not ~~Sherman~~applicable (Former ~~Street,~~name ~~Suite~~or ~~3000,~~former ~~Denver~~address, ~~Colorado 80203~~if changed since last report)

(Address of Principal Executive Offices)

303-860-5800

(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) þ 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))

~~(Former~~Item ~~Name~~1.01 orEntry ~~Former~~into ~~Address,~~a ifMaterial ~~Changed~~Definitive ~~Since Last Report)~~Agreement.

~~Item~~ On 4June 20, 2011, PDC 2002-D 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.~~01 Changes~~ inThe ~~Registrant's~~Merger ~~Certifying~~Agreement ~~Accountant~~(“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.”)

If approved and other customary conditions to closing are satisfied, PDC will pay per limited partnership unit held by non-affiliated Investor Partners (a)other ~~Dismissal~~than ofnon-affiliated ~~Current~~Investor Partners ~~Accountants~~who properly exercise appraisal rights) the following:

On• ~~November~~an 2amount equal to $4,024 ~~2010~~per unit, ~~Petroleum~~subject ~~Development~~to ~~Corporation,~~any adjustments made to the ~~managing~~merger ~~general~~consideration ~~partner~~for ofcertain ~~PDC~~increases ~~2002-D~~in ~~Limited~~commodity ~~Partnership~~prices (between the ~~"Registrant"),~~date ~~recommended,~~of ~~and~~signing the ~~Audit~~merger ~~Committee~~agreement ofand the ~~Board~~mailing of ~~Directors~~the ofdefinitive ~~Petroleum~~proxy ~~Development~~statement, ~~Corporation~~• ~~ratified~~plus, the ~~dismissal~~sum of ~~Schneider~~amounts ~~Downs~~withheld &from ~~Co.,~~per ~~Inc.~~unit ~~(“Schneider~~cash ~~Downs”)~~distributions asby the ~~Registrant's~~Partnership ~~independent~~from ~~registered~~October ~~public~~1, ~~accounting~~2010 ~~firm. The~~through ~~Registrant~~August ~~does~~31, ~~not~~2011 ~~have~~for ~~its~~the ~~own~~Partnership’s ~~audit~~additional ~~committee~~Codell ~~and,~~formation ~~therefore~~development plan, ~~relies~~• ~~upon~~less, ~~and~~the ~~utilizes~~sum of the ~~services~~per ofunit cash distributions made after August 31, 2011, for the ~~managing~~limited ~~general~~partnership ~~partner’s~~units ~~audit~~of ~~committee~~the Partnership.

The ~~audit~~per ~~report~~unit ofmerger ~~Schneider~~value ~~Downs~~offered onto non-affiliated Investor Partners under the ~~Registrant's~~Merger Agreement ~~financial~~in ~~statements~~exchange asfor oftheir ~~December~~limited ~~31,~~partnership ~~2007,~~units ~~2006~~in the Partnership was based on an effective transaction date of July 1, 2011. Upon clearance by the Securities and ~~2005~~Exchange Commission, ~~did~~a ~~not~~definitive ~~contain~~proxy anstatement ~~adverse~~will ~~opinion~~be mailed to the Partnership’s limited partners. Although there is no assurance of the likelihood or atiming ~~disclaimer~~of the completion of ~~opinion,~~the Securities and Exchange ~~was~~Commission’s ~~not~~proxy ~~qualified~~disclosure review process or ~~modified~~whether aswe towill ~~uncertainty~~obtain the necessary approvals from non-affiliated Investor Partners, ~~audit~~we ~~scope~~expect that each of the mergers will close in the fourth quarter of 2011. Following consummation of the merger, orthe ~~accounting~~Partnership ~~principles~~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.

In The ~~connection~~Board ~~with~~of ~~the~~Directors ~~audit~~ of PDC (the ~~fiscal~~“Board”) ~~year~~formed ~~ended~~a ~~December~~special 31committee, ~~2007,~~comprised ~~2006~~of ~~and~~four directors ~~2005,~~of ~~and~~PDC ~~the~~who ~~subsequent~~are ~~interim~~not ~~period~~officers ~~through~~or ~~November~~employees 2,of ~~2010,~~the ~~there~~Partnership ~~were~~or PDC and have no: economic interest in the Partnership (1the “Special Committee”), ~~disagreements~~to ~~with~~represent ~~Schneider~~the ~~Downs~~interests onof ~~any~~the non-affiliated ~~matter~~Investor ofPartners ~~accounting~~holding ~~principles~~limited orpartnership ~~practices,~~units. ~~financial~~The ~~statement~~Special ~~disclosure,~~Committee orretained its ~~auditing~~own ~~scope~~legal orcounsel ~~procedure,~~to ~~which~~advise ~~disagreement(s),~~it ifregarding ~~not~~the ~~resolved~~terms toof ~~their~~the ~~satisfaction~~proposed merger. Under the terms of the merger agreement, ~~would~~the ~~have~~Special ~~caused~~Committee ~~them~~may tocause ~~make~~the ~~reference~~Partnership into ~~connection~~abandon the proposed merger with, ~~their~~and ~~report~~acquisition by, PDC, at any time prior to the ~~subject~~approval ~~matter~~ of the ~~disagreement(s)~~merger by the limited partners, orif ~~(2)~~the ~~reportable~~Special ~~events,~~Committee ~~except~~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, ~~2007~~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 ~~November~~by 2,non-affiliated ~~2010~~Investor Partners as well as the satisfaction of other customary closing conditions, as ~~follows:~~noted above.

· The ~~support~~foregoing ~~for~~description ~~the Partnership’s general ledger depends in part on the effectiveness~~ of ~~controls of~~ the ~~Managing~~merger ~~General~~agreement ~~Partner’s~~does ~~spreadsheets. The overall ineffectiveness of the Managing General Partner's spreadsheet controls could have a material effect on the Partnership’s financial statements. The Partnership did~~ not ~~maintain~~purport ~~effective controls~~ to ~~ensure~~be ~~the~~complete ~~completeness, accuracy,~~ and ~~validity~~is qualified ofin ~~key~~its ~~financial~~entirety ~~statement~~by ~~spreadsheets~~reference ~~generated~~to by the ~~Managing~~full ~~General~~text ~~Partner.~~of ~~These spreadsheets are utilized by~~ the ~~Partnership~~merger toagreement, ~~support~~which ~~significant~~is ~~balance~~filed ~~sheet and income statement accounts~~as Exhibit 2.1 ~~This~~hereto ~~material~~and ~~weakness~~is ~~was~~incorporated ~~remediated~~by atreference ~~December 31, 2008~~herein.

·Additional The support for the Partnership’s derivative calculations depends in part on the effectiveness of controls of the Managing General Partner’s process. The overall ineffectiveness of the Managing General Partner's derivative controls could have a material effect on the Partnership’s financial statements. The Partnership did not maintain effective controls to ensure that the Managing General Partner had policies and procedures, or personnel with sufficient technical expertise to record derivative activities in accordance with generally accepted accounting principles. This material weakness was remediated at December 31, 2008.Information

· THE ~~For~~PARTNERSHIP ~~the~~WILL ~~transactions~~FILE ~~that~~A ~~are~~PROXY ~~directly~~STATEMENT ~~related~~AND toOTHER ~~and~~DOCUMENTS ~~processed~~WITH byTHE ~~the~~SECURITIES ~~Partnership,~~AND EXCHANGE ~~the~~COMMISSION. ~~Partnership~~INVESTORS ~~failed~~AND toSECURITY ~~maintain~~HOLDERS ~~sufficient~~ARE ~~documentation~~URGED toTO ~~adequately~~CAREFULLY ~~assess~~READ ~~the~~THE ~~operating~~PROXY ~~effectiveness~~STATEMENT WHEN ofIT ~~internal~~BECOMES ~~control~~AVAILABLE ~~over~~BECAUSE ~~financial~~IT ~~reporting.~~WILL ~~More~~CONTAIN ~~specifically~~IMPORTANT INFORMATION REGARDING PDC, ~~the~~THE PARTNERSHIP ~~Partnership’s~~AND ~~financial~~THE ~~close~~MERGER ~~and~~OF ~~reporting~~THE ~~narrative~~PARTNERSHIP ~~failed~~WITH toAND ~~adequately~~INTO ~~describe~~A ~~the~~SUBSIDIARY ~~process,~~OF ~~identify~~PDC. ~~key~~A ~~controls~~DEFINITIVE PROXY ~~and~~STATEMENT ~~assess~~WILL ~~segregation~~BE ofSENT ~~duties~~TO THE LIMITED PARTNERS OF THE PARTNERSHIP SEEKING THEIR APPROVAL OF THE MERGER. ~~This~~INVESTORS ~~material~~AND ~~weakness~~SECURITY ~~was~~HOLDERS ~~remediated~~MAY atOBTAIN ~~December~~A ~~31,~~FREE ~~2009~~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.

~~Schneider~~ The ~~Downs~~definitive ~~has~~proxy ~~been~~statement ~~authorized~~and such other documents (when available) may also be obtained for free from PDC by directing a request to ~~respond~~Petroleum ~~fully~~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 ~~inquiries~~proxy statement ofand the ~~successor~~other ~~independent~~relevant ~~registered~~documents ~~public~~when ~~accounting~~they ~~firm~~become ~~concerning~~available ~~the~~before ~~subject~~making ~~matter~~any ofvoting or investment decision with respect to the ~~foregoing~~proposed merger.

~~The~~ PDC ~~Registrant~~and ~~has~~certain ~~provided~~of ~~Schneider~~its ~~Downs~~directors, ~~with~~officers aand ~~copy~~employees may be considered “participants in the solicitation” of proxies from the ~~foregoing~~limited ~~statements~~partners of the Partnership. Information regarding such persons and ~~requested~~a ~~that~~description ~~Schneider~~of ~~Downs~~their ~~furnish~~interest in the ~~Registrant~~merger ~~with~~of athe ~~letter~~Partnership ~~addressed~~will tobe contained in the ~~Securities~~proxy ~~and~~statement ~~Exchange~~when ~~Commission~~it ~~stating~~is ~~whether~~filed. ~~Schneider~~Information ~~Downs~~concerning ~~agrees~~beneficial ~~with~~ownership ~~the~~of ~~foregoing~~PDC ~~statements,~~stock by its directors and, ifcertain ~~not,~~executive ~~stating~~officers ~~the~~is ~~respects~~included in ~~which~~its ~~Schneider~~proxy ~~Downs~~statement, ~~does~~filed ~~not~~with ~~agree. A~~the SEC ~~letter~~on ~~from~~April 21, ~~Schneider~~2011, ~~Downs~~and issubsequent ~~attached~~statements asof ~~Exhibit~~changes 16in tobeneficial ~~this~~ownership ~~Form~~on ~~8-K~~file with the SEC.

(b) New Independent Registered Public Accounting Firm

On November 2, 2010, the Audit Committee of the managing general partner recommended and its Board of Directors ratified the engagement of PricewaterhouseCoopers LLP ("PwC") as the Registrant's independent registered public accounting firm.

During the three fiscal years ended December 31, 2007, and through November 2, 2010, 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, and the related instructions to Item 304 of 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 Schneider Downs & Co., Inc. to the Securities and Exchange Commission dated November 5, 2010.~~(d) Exhibits


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 2002-D 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 2002-D ~~Limited~~LIMITED ~~Partnership~~PARTNERSHIP By: PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner

By its Managing General Partner


Date: June 21, 2011	By: Name:	/s/ Gysle R. Shellum Gysle R. Shellum
	Title:	Chief Financial Officer

~~Petroleum Development Corporation~~Exhibit Index

Date:	November 5, 2010
Exhibit Number		Description
By:	/s/ Richard W. McCullough
2.1		Agreement and Plan of Merger, dated June 20, 2011, by and among Petroleum Development Corporation, DP 2004 Merger Sub, LLC and PDC 2002-D Limited Partnership.
	Richard W. McCullough
	Chairman and Chief Executive Officer

Filing Compare · PDC 2002 D LTD PARTNERSHIP