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 2002-D LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


West Virginia	000-50226	04-3726919
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

West Virginia	000-50226	04-3726919
1775 Sherman Street, Suite 3000Denver, Colorado	80203
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

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 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))

OnItem June 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 partner3.03 ~~The~~Material ~~Merger~~Modification ~~Agreement (“Merger Agreement”) is subject~~ to ~~the~~Rights ~~vote and approval~~ of aSecurity ~~majority of the limited partnership units held by limited partners of the Partnership, other than PDC and its affiliates (“non-affiliated Investor Partners~~Holders.”)

IfOn ~~approved~~October 28, ~~and~~2011, ~~other~~at ~~customary~~a ~~conditions~~special tomeeting ~~closing~~of ~~are~~the ~~satisfied,~~limited partners of PDC ~~will~~2002-D ~~pay~~Limited ~~per~~Partnership ~~limited~~(the ~~partnership~~“Partnership”) ~~unit~~other ~~held~~than byPetroleum ~~non-affiliated~~Development ~~Investor~~Corporation, ~~Partners~~a Nevada corporation and managing general partner of the Partnership (~~other~~“PDC”), ~~than~~and ~~non-affiliated~~its ~~Investor~~affiliates (the “Investors”), the Investors voted to adopt an ~~Partners~~amendment ~~who~~to ~~properly~~the ~~exercise~~Partnership’s ~~appraisal~~limited ~~rights~~partnership agreement granting the Investors an express right to vote to approve merger transactions (the “Amendment”). The Partnership subsequently amended its Partnership Agreement in accordance with the ~~following:~~Amendment. The Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

•Item an5.03 ~~amount~~Amendment ~~equal~~ to ~~$4,024~~Articles ~~per~~of ~~unit,~~Incorporation ~~subject~~or toBylaws; ~~any~~Change ~~adjustments made to the merger consideration for certain increases~~ in ~~commodity~~Fiscal prices between the date of signing the merger agreement and the mailing of the definitive proxy statement, • plus, the sum of amounts withheld from per unit cash distributions by the Partnership from October 1, 2010 through August 31, 2011 for the Partnership’s additional Codell formation development plan, • less, the sum of the per unit cash distributions made after August 31, 2011, for the limited partnership units of the PartnershipYear.

The ~~per~~information ~~unit~~disclosed ~~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~~Item ~~1, 2011~~3.03 ~~Upon clearance by the Securities and Exchange Commission, a definitive proxy statement will be mailed to the Partnership’s limited partners. Although there~~ is noincorporated ~~assurance~~herein ofby the likelihood or timing of the completion of the Securities and Exchange Commission’s proxy disclosure review process or whether we will obtain the necessary approvals from non-affiliated Investor Partners, we expect that each of the mergers will close in the fourth quarter of 2011reference. ~~Following consummation of the merger, the 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~~Item Board of Directors of PDC (the “Board”) formed a special committee, comprised of four directors of PDC who are not officers or employees of the Partnership or PDC and have no economic interest in the Partnership (the “Special Committee”), to represent the interests of the non-affiliated Investor Partners holding limited partnership units5.07 ~~The~~Submission ~~Special Committee retained its own legal counsel to advise it regarding the terms~~ of ~~the~~Matters ~~proposed merger. Under the terms of the merger agreement, the 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~~Vote ~~offer that is in the best interests~~ of ~~the~~Security ~~limited partners~~Holders.

~~The~~At ~~Merger~~a ~~Agreement~~special ~~has~~meeting ~~been~~held ~~approved by the PDC’s Board,~~ on ~~behalf of PDC individually~~October 28, ~~PDC~~2011, as ~~sole member of~~ the DPInvestors ~~Merger~~voted ~~Sub,~~to ~~and~~adopt by the ~~Special Committee formed by the Board, on behalf of PDC in its capacity as the managing general partner of the Partnership~~Amendment. The ~~merger~~number of ~~the~~limited ~~Partnership~~partnership ~~with~~units ~~and~~held ~~into~~by DPInvestors ~~2004~~voted ~~Merger~~in ~~Sub,~~favor ~~LLC~~of isthe ~~subject~~Amendment towas ~~the~~711.0 ~~vote~~or ~~and~~approximately ~~approval~~54% of ~~a majority of~~ the limited partnership units ~~held~~outstanding byand ~~non-affiliated~~entitled ~~Investor~~to ~~Partners~~vote as ~~well~~of as the ~~satisfaction~~ ofrecord ~~other customary closing conditions, as noted above~~date.

~~The~~As ~~foregoing~~previously ~~description~~disclosed, the Partnership entered into an Agreement and Plan of Merger, dated as of June 20, 2011 (the ~~merger~~“Merger ~~agreement~~Agreement”), ~~does~~by ~~not~~and ~~purport~~among tothe bePartnership, ~~complete~~PDC and isDP 2004 Merger Sub, LLC, a Delaware limited ~~qualified~~liability incompany ~~its~~and ~~entirety~~wholly-owned subsidiary of PDC (the “Merger Sub”). At a special meeting held on October 28, 2011, the Investors also voted to adopt and approve of the Merger Agreement. The number of limited partnership units held by ~~reference~~Investors voted in favor of the Merger Agreement was 695.1 or approximately 53% of the limited partnership units outstanding and entitled to vote as of the ~~full~~record ~~text~~date. Under the terms of the ~~merger~~Merger ~~agreement~~Agreement, pending ~~which~~completion isof ~~filed~~certain ascustomary closing conditions, each outstanding limited partnership unit of the ~~Exhibit~~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 $4,024 per limited partnership unit, plus the sum of the amounts withheld from per unit cash distributions by the partnership from October 2.1, ~~hereto~~2010 through August 31, 2011 for the partnership’s additional Codell formation development plan, less the sum of the per unit cash distributions made after August 31, 2011 and isbefore ~~incorporated~~the byclosing ~~reference~~date ~~herein~~of the merger (proportionally adjusted for partial limited partnership units).

~~Additional~~The ~~Information~~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 2.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on June 21, 2011.

~~THE~~Item ~~PARTNERSHIP WILL FILE A PROXY STATEMENT AND OTHER DOCUMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION~~9.01 ~~INVESTORS~~Financial ~~AND~~Statements ~~SECURITY~~and HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING PDC, THE PARTNERSHIP AND THE MERGER OF THE PARTNERSHIP WITH AND INTO A SUBSIDIARY OF PDCExhibits. A DEFINITIVE PROXY STATEMENT WILL BE SENT TO THE LIMITED PARTNERS OF THE PARTNERSHIP SEEKING THEIR APPROVAL OF THE MERGER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE 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.

~~The definitive proxy statement and such other documents~~ (~~when available~~c) ~~may also be obtained 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)~~Exhibits ~~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 and certain of its directors, officers and employees may be considered “participants in the solicitation” of proxies from the limited partners of the Partnership. Information regarding such persons and a description of their interest in the merger of the Partnership will be contained in the proxy 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 on April 21, 2011, and subsequent statements of changes in beneficial ownership on file with the SEC.


Exhibit Number		Description

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

~~(d) Exhibits~~SIGNATURES

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.

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.

SIGNATURES


	PDC 2002-D LIMITED PARTNERSHIP
	By:	PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner
Date: November 3, 2011	By:	/s/ Daniel W. Amidon

	Name: Title:	Daniel W. Amidon General Counsel and Secretary

~~PDC 2002-D LIMITED PARTNERSHIP By: PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner~~Exhibit Index

Date: June 21, 2011	By: Name:	/s/ Gysle R. Shellum Gysle R. Shellum
Exhibit Number	Description
	Title:	Chief Financial Officer
3.1	Amendment to Limited Partnership Agreement, dated October 28, 2011.

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.

Filing Compare · PDC 2002 D LTD PARTNERSHIP