UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): June 15 27, 2011

PDC 2005-B LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

West Virginia	000-51452	20-2088726
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)
1775 Sherman Street, Suite 3000		80203
Denver, Colorado		(Zip Code)
(Address of principal executive offices)

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

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

Not applicable
(Former name or former address, if changed since last report)

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))

~~Item 3.03~~o ~~Material~~Soliciting ~~Modification~~material pursuant to ~~Rights~~Rule 14a-12 ofunder ~~Security~~the ~~Holders~~Exchange Act (17 CFR 240. 14a-12)

Ono ~~June 15,~~Pre-commencement ~~2011,~~communications atpursuant ato ~~special meeting of the limited partners of PDC 2005~~Rule 14d-~~B Limited Partnership~~ 2(~~the “Partnership”~~b) ~~other~~under ~~than Petroleum Development Corporation, a Nevada corporation and managing general partner of~~ the ~~Partnership~~Exchange ~~(“PDC”),~~Act ~~and its affiliates~~ (~~the~~17 ~~“Investors”),~~CFR ~~the Investors voted to adopt an amendment to the Partnership’s limited partnership agreement granting the Investors an express right to vote to approve merger transactions~~ 240.14d-2(~~the “Amendment”~~b)~~. The Partnership subsequently amended its Partnership Agreement in accordance with the Amendment. The Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.~~ )

~~Item 5.03~~o ~~Amendment~~Pre-commencement tocommunications ~~Articles~~pursuant ofto ~~Incorporation~~Rule 13e-4(c) orunder ~~Bylaws;~~the ~~Change~~Exchange inAct ~~Fiscal~~(17 ~~Year~~CFR 240. 13e-4(c))

~~The information disclosed in~~ Item 32.0301 isCompletion ~~incorporated~~of ~~herein~~Acquisition byor ~~reference~~Disposition.

~~Item~~ As previously disclosed, PDC 2005-B Limited Partnership, a West Virginia limited partnership (the “ Partnership”) entered into an Agreement and Plan of Merger, dated as of November 516, 2010 (the “ Merger Agreement”), by and among the Partnership, Petroleum Development Corporation, a Nevada corporation and general partner of the Partnership (“ PDC”), and DP 2004 Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of PDC (the ” Merger Sub”) that was approved by the Partnership’s limited partners other than PDC and its affiliates (the “ Investors”) at a special meeting held on June 15, 2011.07 ~~Submission~~On June 27, 2011, pursuant to the terms of ~~Matters~~the Merger Agreement and in accordance with the West Virginia Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, the Partnership merged with and into the Merger Sub, with the Merger Sub continuing as the surviving company (such transaction, the “ Merger”). As of the effective time of the Merger, all of the Partnership’s outstanding limited partnership units held by Investors (other than limited partnership units held by Investors who properly exercise appraisal rights under West Virginia law) were automatically converted into the right to receive cash in an amount equal to $6,544 per limited partnership unit, plus the sum of the amounts withheld from per unit cash distributions by the partnership from October 1, 2010 through February 28, 2011 for the partnership’s well refracturing plan, less the sum of the per unit cash distributions made after February 28, 2011 and before the closing date of the Merger (proportionally adjusted for partial limited partnership units) and the separate existence of the Partnership ceased. As a ~~Vote~~result of ~~Security~~the ~~Holders~~Merger, the Partnership became eligible for termination of registration under the Exchange Act. Accordingly, the Partnership expects to deregister its shares under the Securities Exchange Act of 1934, as amended (the “ Exchange Act”) and suspend the Partnership’s reporting obligations under the Exchange Act.

AtThe aforegoing ~~special~~description ~~meeting~~of ~~held~~the onMerger ~~June 15,~~Agreement ~~2011,~~and the ~~Investors~~transactions ~~voted~~contemplated thereby does not purport to ~~adopt~~be ~~the~~complete ~~Amendment.~~and ~~The number~~is ofsubject ~~limited~~to, ~~partnership~~and ~~units~~qualified ~~held~~in its entirety by, ~~Investors~~the ~~voted~~Merger Agreement. inA ~~favor~~copy of the ~~Amendment~~Merger Agreement was ~~1,110.4 or~~attached ~~approximately~~as ~~56%~~Exhibit 2.1 ofto the ~~limited~~Partnership’s ~~partnership~~Current Report ~~units~~on ~~outstanding~~Form ~~and~~8-K ~~entitled~~filed towith ~~vote~~the asSecurities ofand ~~the record~~Exchange ~~date~~Commission on November 22, 2010.

~~As previously disclosed, the Partnership entered into an Agreement and Plan of Merger, dated as of November~~Item ~~16, 2010 (the “Merger Agreement”), by and among the Partnership, PDC and DP 2004 Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of PDC (the “Merger Sub”)~~5.01 AtChange ~~a special meeting held on June 15, 2011, the Investors also voted to adopt and approve of the Merger Agreement. The number of limited partnership units held by Investors voted~~ in ~~favor~~Control of ~~the Merger Agreement was 1,079~~Registrant.~~9 or approximately 55% of the limited~~ partnership units outstanding and entitled to vote as of the record date. Under the terms of the Merger Agreement, as modified by the PDC letter dated February 28, 2011, pending completion of certain customary closing conditions, each outstanding limited partnership unit of the Partnership held by Investors (other than limited partnership units held by Investors who properly exercise appraisal rights under West Virginia law) will be automatically converted into the right to receive cash in an amount equal to $6,544 per limited partnership unit, plus the sum of the amounts withheld from per unit cash distributions by the partnership from October 1, 2010 through February 28, 2011 for the partnership’s well refracturing plan, less the sum of the per unit cash distributions made after February 28, 2011 and before the closing date of the merger (proportionally adjusted for partial limited partnership units).

The ~~foregoing~~information ~~description~~disclosed ofin ~~the~~Item 2.01 ~~Merger~~is ~~Agreement~~hereby ~~and~~incorporated ~~the~~by ~~transactions~~reference. ~~contemplated~~The ~~thereby~~total cash ~~does~~merger ~~not~~consideration ~~purport~~paid toby bePDC ~~complete~~for ~~and~~the islimited ~~subject~~partnership ~~to,~~units ~~and~~of ~~qualified~~the inPartnership ~~its~~(excluding those ~~entirety~~limited ~~by,~~partnership ~~the~~units ~~Merger~~exercising dissenters’ rights and per unit cash distributions made ~~Agreement.~~to AInvestors ~~copy~~after ofFebruary 28, 2011 and before the Merger closed) ~~Agreement~~ was ~~attached~~approximately ~~as Exhibit 2~~$12.16 tomillion, ~~the~~which ~~Partnership’s~~PDC ~~Current Report~~funded onfrom ~~Form~~borrowings ~~8-K~~under ~~filed~~its ~~with~~revolving ~~the~~credit ~~SEC~~facility onand ~~November 22,~~cash ~~2010~~on hand.

~~Item~~ The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 92.011 ~~Financial~~to ~~Statements~~the Partnership’s Current Report on Form 8-K filed with the Securities and ~~Exhibits~~Exchange Commission on November 22, 2010.

~~(c)~~Item ~~Exhibits~~5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

Exhibit Number		Description
3.1		Amendment to Limited Partnership Agreement, dated June 15, 2011.

Barton R. Brockman, Jr., President, Gysle R. Shellum, Vice President and Treasurer, and Dan Amidon, Vice President and Secretary, each ceased to serve as officers of the Partnership effective upon consummation of the Merger.

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-B LIMITED PARTNERSHIP
		By:		PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner

Exhibit Index



Date: July 1, 2011	By:	/s/ Daniel W. Amidon
		Name:	Daniel W. Amidon
		Title:	General Counsel and Secretary

Exhibit Number		Description
3.1		Amendment to Limited Partnership Agreement, dated June 15, 2011.

PDC 2005-B LIMITED PARTNERSHIP

PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner

Date: June 20, 2011

/s/ Daniel W. Amidon Daniel W. Amidon

General Counsel and Secretary

Filing Compare · PDC 2005-B Limited Partnership