UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 20~~October 28, 2011

PDC 2003-B LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


West Virginia	000-50616	55-0825013
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

West Virginia (State or other jurisdiction of incorporation) 000-50616 (Commission File Number) 55-0825013 (I.R.S. Employer Identification No.)


1775 Sherman Street, Suite 3000 Denver, Colorado		80203
(Address of Principal Executive Offices)		(Zip Code)

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

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))

~~o Pre-commencement~~Item ~~communications~~3.03 ~~pursuant~~Material Modification to ~~Rule 14d-2(b)~~Rights ~~under~~of ~~the~~Security ~~Exchange Act (17 CFR 240~~Holders.~~14d-2(b))~~

~~o Pre-commencement~~On ~~communications~~October 28, ~~pursuant~~2011, toat ~~Rule 13e~~a special meeting of the limited partners of PDC 2003-4B Limited Partnership (cthe “Partnership”) ~~under~~other than Petroleum Development Corporation, a Nevada corporation and managing general partner of the ~~Exchange~~Partnership ~~Act~~(“PDC”), and its affiliates (17the ~~CFR~~“Investors”), the Investors voted to adopt an ~~240.13e-4~~amendment to the Partnership’s limited partnership agreement granting the Investors an express right to vote to approve merger transactions (cthe “Amendment”)). 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 1 5.0103 ~~Entry~~Amendment ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

OnThe ~~June 20,~~information ~~2011,~~disclosed ~~PDC~~in 2003-B 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 partnerItem 3.03 ~~The Merger Agreement (“Merger Agreement”)~~ is ~~subject~~incorporated toherein ~~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~~reference.”)

IfItem ~~approved~~5.07 ~~and~~Submission ~~other~~of ~~customary~~Matters ~~conditions~~ to ~~closing~~a ~~are~~Vote ~~satisfied,~~of ~~PDC~~Security ~~will pay per limited partnership unit held by non-affiliated Investor Partners (other than non-affiliated Investor Partners who properly exercise appraisal rights) the following:~~ Holders.

•At ana ~~amount~~special ~~equal~~meeting toheld $7on October 28,~~864~~ ~~per unit~~2011, ~~subject~~the toInvestors ~~any~~voted ~~adjustments made~~ to ~~the~~adopt ~~merger consideration for certain increases in commodity prices between~~ the ~~date~~Amendment. ofThe ~~signing~~number ~~the merger agreement and the mailing~~ of ~~the~~limited partnership ~~definitive~~units ~~proxy~~held ~~statement,~~by •Investors ~~plus,~~voted ~~the~~in ~~sum~~favor of ~~amounts withheld from per unit cash distributions by~~ the ~~Partnership~~Amendment ~~from~~was ~~October~~515.0 1,or ~~2010~~approximately ~~through~~63% ~~August 31, 2011 for the Partnership’s well refracturing plan, • less, the sum~~ of the ~~per~~limited partnership ~~unit~~units ~~cash~~outstanding ~~distributions~~and ~~made~~entitled ~~after~~to ~~August~~vote ~~31,~~as ~~2011, for the limited partnership units~~ of the ~~Partnership~~record date.

~~The~~As ~~per~~previously ~~unit~~disclosed, ~~merger~~the ~~value~~Partnership ~~offered~~entered tointo ~~non-affiliated~~an ~~Investor~~Agreement ~~Partners~~and ~~under~~Plan ~~the~~of Merger ~~Agreement~~, indated ~~exchange~~as ~~for~~of ~~their~~June 20, ~~limited~~2011 (the ~~partnership~~“Merger ~~units~~Agreement”), inby and among the Partnership, ~~was~~PDC ~~based~~and onDP an2004 Merger Sub, LLC, a Delaware limited ~~effective~~liability ~~transaction~~company ~~date~~and wholly-owned subsidiary of ~~July 1,~~PDC ~~2011~~(the “Merger Sub”). ~~Upon~~At ~~clearance~~a byspecial ~~the~~meeting ~~Securities~~held ~~and~~on ~~Exchange~~October ~~Commission~~28, a2011, ~~definitive~~the ~~proxy~~Investors ~~statement~~also ~~will~~voted beto ~~mailed~~adopt toand approve of the ~~Partnership’s~~Merger Agreement. The number of limited ~~partners.~~partnership ~~Although~~units ~~there~~held isby noInvestors ~~assurance~~voted in favor of the ~~likelihood~~Merger orAgreement ~~timing~~was of506.7 ~~the~~or ~~completion~~approximately 62% of the ~~Securities~~limited partnership units outstanding and ~~Exchange~~ ~~Commission’s~~entitled ~~proxy~~to ~~disclosure~~vote ~~review~~as ~~process~~of orthe ~~whether~~record wedate. ~~will~~Under ~~obtain~~the terms of the ~~necessary~~Merger Agreement, ~~approvals~~pending ~~from~~completion ~~non-affiliated~~of ~~Investor~~certain ~~Partners~~customary closing conditions, weeach ~~expect~~outstanding ~~that~~limited ~~each~~partnership unit of the Partnership ~~mergers~~held by Investors (other than limited partnership units held by Investors who properly exercise appraisal rights under West Virginia law) will ~~close~~be automatically converted into the right to receive cash in an amount equal to ~~the~~$7,864 ~~fourth~~per ~~quarter~~limited ofpartnership ~~2011.~~unit, ~~Following~~plus ~~consummation~~the sum of the ~~merger,~~amounts ~~the~~withheld ~~Partnership~~from ~~will~~per nounit ~~longer be~~cash adistributions ~~publically~~by ~~traded~~the partnership ~~company~~from October 1, ~~and~~2010 ~~will~~through noAugust 31, ~~longer~~2011 befor ~~required~~the topartnership’s ~~file~~well ~~reports~~refracturing ~~with~~plan, less the ~~Securities~~sum of ~~and~~the ~~Exchange~~per ~~Commission,~~unit ~~and~~cash ~~the~~distributions ~~non-affiliated~~made ~~Investor~~after ~~Partners~~August 31, ~~will~~2011 noand ~~longer~~before ~~participate~~the inclosing date of the merger (proportionally ~~Partnership’s~~adjusted ~~future~~for ~~earnings~~partial orlimited ~~growth~~partnership units).

The ~~Board~~foregoing ofdescription ~~Directors~~ of ~~PDC (~~the ~~“Board”)~~Merger ~~formed~~Agreement aand ~~special~~the ~~committee,~~transactions ~~comprised~~contemplated ofthereby ~~four directors~~does ~~of PDC who are~~ not ~~officers~~purport orto ~~employees~~be complete ofand ~~the~~is ~~Partnership~~subject orto, ~~PDC~~ and ~~have~~qualified ~~no economic interest~~ in ~~the~~its ~~Partnership~~entirety ~~(the “Special Committee”)~~by, ~~to represent~~ the ~~interests~~Merger ~~of the non-affiliated Investor Partners holding limited partnership units~~Agreement. ~~The~~A ~~Special~~copy ~~Committee retained its own legal counsel to advise it regarding the terms~~ of the ~~proposed~~Merger ~~merger.~~Agreement ~~Under the terms of~~was ~~the~~attached ~~merger~~as ~~agreement,~~Exhibit 2.1 ~~the~~to ~~Special Committee may cause~~ the Partnership’s toCurrent ~~abandon~~Report ~~the~~on ~~proposed merger~~Form ~~with,~~8-K ~~and~~filed ~~acquisition~~with ~~by, PDC, at any time prior to~~ the ~~approval~~SEC ofon ~~the merger by the limited partners~~June 21, ~~if the Special Committee believes it has received a superior offer that is in the best interests of the limited partners~~2011.

~~The~~Item Merger Agreement has been approved by the PDC’s Board, on behalf of PDC individually, PDC, as sole member of the DP Merger Sub, and by the Special Committee formed by the Board, on behalf of PDC in its capacity as the managing general partner of the Partnership9.01 ~~The~~Financial ~~merger~~Statements ~~of the Partnership with~~ and into DP 2004 Merger Sub, LLC is subject to the vote and approval of a majority of the limited partnership units held by non-affiliated Investor Partners as well as the satisfaction of other customary closing conditions, as noted aboveExhibits.

~~The foregoing description of the merger agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the merger agreement, which is filed as Exhibit~~(c) ~~2.1 hereto and is incorporated by reference herein.~~Exhibits

Additional Information


Exhibit Number		Description
3.1		Amendment to Limited Partnership Agreement, dated October 28, 2011.

~~The definitive proxy statement and such other documents (when available) may also be obtained~~SIGNATURES ~~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.~~

~~PDC~~Pursuant ~~and~~to ~~certain of its directors, officers and employees may be considered “participants in~~ the ~~solicitation”~~requirements of ~~proxies from~~ the ~~limited~~Securities ~~partners~~Exchange ofAct ~~the Partnership. Information regarding such persons and a description~~ of ~~their~~1934, ~~interest in~~ the ~~merger~~registrant ofhas ~~the~~duly ~~Partnership~~caused ~~will~~this bereport ~~contained~~to inbe ~~the~~signed ~~proxy~~on ~~statement~~its ~~when~~behalf ~~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~~ onundersigned ~~April 21,~~hereunto ~~2011,~~duly ~~and subsequent statements of changes in beneficial ownership on file with the SEC~~authorized.

Item 9.01 Financial Statements and Exhibits.


		PDC 2003-B LIMITED PARTNERSHIP

		By: PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner

Date: November 3, 2011		By: /s/ Daniel W. Amidon
		Name: Daniel W. Amidon Title: General Counsel and Secretary

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.

Exhibit Index

SIGNATURES


Exhibit Number		Description
3.1		Amendment to Limited Partnership Agreement, dated October 28, 2011.

	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

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