CONFORMED COPY

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~[]ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF~~FORM 10-K

[X]ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2001~~2004

Commission File Number ~~333~~000-~~47622-01~~49673

[]Transition Report Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934 for the transaction period from to

PDC 2001-A LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

West Virginia

(State or other jurisdiction of

incorporation or organization)

55-0779061

(I.R.S. Employer

Identification No.)

103 East Main Street, Bridgeport, West Virginia 26330

(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code (304) 842-3597

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

General and Limited Partnership Interests

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No X

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as definition in Rule 12b-2 of the Exchange Act). Yes No X

There is no trading market for the registrant's securities.

PART I

ITEM 1. BUSINESS.

General

PDC 2001-A Limited Partnership ("the Partnership") is a limited partnership formed on May 7, 2001 pursuant to the West Virginia Uniform Limited Partnership Act. Petroleum Development Corporation ("PDC") serves as Managing General Partner of the Partnership.

Since the commencement of operations on May 7, 2001, the Partnership has been engaged in onshore, domestic oil and natural gas exploration exclusively in the Rocky Mountain Region. A total of 3 limited partners contributed initial capital of $25,000 and a total of 459 additional general partners contributed initial capital of $9,358,798 and PDC (Managing General Partner) contributed $2,040,976 in capital as a participant in accordance with contribution provisions of the Limited Partnership Agreement (the Agreement). During 2002 in accordance with the Partnership Agreement, all Additional General Partners were converted to Limited Partners.

Under the terms of the Agreement, the allocation of revenues is as follows:

	Allocation of Revenues
Additional General and Limited Partners	80%
	==
Managing General Partner	20%
	==

Operating and direct costs are allocated and charged to the additional general and limited partners and the Managing General Partner in the same percentages as revenues are allocated. Leasehold, drilling and completion costs, and equipment costs are borne 80% by the ~~additional~~Additional ~~general~~General and ~~limited~~Limited ~~partners~~Partners and 20% by the Managing General Partner. See Footnote 4 of financial statements for a complete description of the allocation of Partnership revenue and costs.

Employees

The Partnership has no employees, however, PDC has approximately 90120 employees which include a17 ~~staff~~in finance ofand ~~geologists~~data processing, ~~petroleum~~8 ~~engineers~~in administration, ~~landmen~~12 in exploration and development, ~~accounting~~78 ~~personnel~~in ~~who~~production ~~administer~~and ~~all~~5 ofin ~~the~~natural ~~partnership's~~gas ~~operations~~marketing.

Plan of Operations

The Partnership participated in the drilling of thirty-two gross (15.44 net) wells and will continue to operate and produce its thirty-two gross productive wells. The Partnership does not have unexpended initial capital and no additional drilling activity is planned.

See Item 2 herein for information concerning the Partnership's gas wells.

Markets for Oil and Gas

The availability of a market for any oil and gas produced from the operations of the Partnership will depend upon a number of factors beyond the control of the Partnership which cannot be accurately predicted. These factors include the proximity of the Partnership wells to and the capacity of natural gas pipelines, the availability and price of competitive fuels, fluctuations in seasonal supply and demand, and government regulation of supply and demand created by its pricing and allocation restrictions. Oversupplies of gas can be expected to occur from time to time and may result in the Partnership's wells being shut-in or curtailed. Increased imports of oil and natural gas have occurred and are expected to continue. The effects of such imports could adversely impact the market for domestic oil and natural gas. All oil and natural gas is sold under contracts based on market sensitive indexes that vary from month to month. No fixed price contracts are in place. The Partnership sold oil and natural gas to several entities of which three customers accounted for 38.0%, 37.3% and 17.3% of the Partnership's total oil and natural gas sales for the year ended December 31, 2004, 22.3%, 22.7% and 32.9% for the year ended December 31, 2003, and 28.7%, 28.4% and 27.3% for the year ended December 31, 2002.

~~Derivatives and~~ Hedging Activities

The Managing General Partner, ~~utilizes~~through its subsidiary Riley Natural Gas, has been in the gas marketing business since 1986. During that time period, the Managing General Partner has utilized and continues to utilize commodity based derivative instruments as hedges to manage a portion of the Partnership's exposure to price volatility stemming from natural gas production. These instruments consist of ~~natural~~CIG ~~gas~~(Colorado ~~futures~~Interstate ~~and~~Gas ~~option~~Index)-based contracts ~~traded~~for onColorado ~~the~~production ~~New~~and ~~York~~NYMEX ~~Mercantile~~traded ~~Exchange.~~oil ~~The~~ futures and option contracts for Colorado oil production. The contracts hedge committed and anticipated natural gas sales, generally forecasted to occur within athe 12next ~~month~~two year period. The Managing General Partner does not hold or issue derivatives for trading or speculative purposes and permits utilization of hedges only if there is an underlying physical position. See "Commodity Price Risk" under Item 7A.

~~The~~Notwithstanding ~~Managing~~the ~~General~~measure taken ~~Partner~~by ~~has extensive experience with~~ the ~~use~~Managing ofGeneral ~~financial~~Partner ~~hedges~~to attempt to ~~reduce~~control ~~the~~price risk, ~~and~~the Partnership ~~impact~~remains ofsubject ~~natural~~to ~~gas~~ price ~~changes.~~fluctuations ~~These~~for ~~hedges~~natural ~~are~~gas ~~used~~and tooil ~~"lock~~ sold in" ~~fixed~~the ~~prices~~spot ~~from~~market. The ~~time to time for the~~ Managing General Partner ~~and~~continues ~~its~~to ~~various~~evaluate ~~limited~~the potential ~~partnerships' share of production. In order~~ for ~~future~~reducing ~~contracts~~these torisks ~~serve~~by asentering ~~effective~~into ~~hedges~~hedge transactions. In addition, ~~there must be sufficient correlation to~~ the ~~underlying~~Managing ~~hedged~~General ~~transaction.~~Partner ~~While~~may ~~hedging~~also ~~can~~close ~~help~~out ~~provide~~any ~~price~~portion ~~protection~~of ~~if spot prices drop,~~ hedges that ~~can~~may ~~also~~exist ~~limited~~from ~~upside~~time ~~potential~~to time.

Despite the measures taken by the Managing General Partner to attempt to control price risk, the Partnership remains subject to price fluctuations for natural gas sold in the spot market. The Managing General Partner continues to evaluate the potential for reducing these risks by entering into hedge transactions. In addition, the Managing General Partner may also close out any portion of hedges that may exist from time to time.

Competition

The Partnership competes in marketing its gas and oil with numerous companies and individuals, many of which have financial resources, staffs and facilities substantially greater than those of the Partnership or Petroleum Development Corporation.

State Regulations

State regulatory authorities have established rules and regulations requiring permits for well operations, reclamation bonds and reports concerning operations. States also have statutes and regulations concerning the spacing of wells, environmental matters and conservation, and have established regulations concerning the unitization and pooling of oil and gas properties and maximum rates of production from oil and gas wells. The Partnership believes it has complied in all material respects with applicable state regulations. The Partnership estimates it has spent approximately $4,283, $5,800, and $8,900 in 2004, 2003 and 2002, respectively to comply with federal and state regulations.

Federal Regulations

Regulation of Liquid Hydrocarbons. Liquid hydrocarbons (including crude oil and natural gas liquids) were subject to federal price and allocation controls until January 1981 when controls were effectively eliminated by executive order of the President. As a result, to the extent the Partnership sells oil produced from its properties, those sales are at unregulated market prices.

Although it appears unlikely under present circumstances that controls will be reimposed upon liquid hydrocarbons, it is possible Congress may enact such legislation at a future date.

Natural Gas Regulation. Sale of natural gas by the Partnership is subject to regulation of production, transportation and pricing by governmental regulatory agencies. Generally, the regulatory agency in the state where a producing well is located regulates production activities and, in addition, the transportation of gas sold intrastate. The Federal Energy Regulatory Commission (FERC) regulates the operation and cost of interstate pipeline operators who transport gas. Currently the price of gas sold by the Partnership is not regulated by any state or federal agency.

Proposed Regulation. Numerous proposals concerning energy are being considered by the United States Congress, various state legislatures and regulatory agencies. The possible outcome and effect of these proposals cannot be accurately predicted.

Environmental and Safety Regulation. The Partnership believes that it complies, in all material respects, with all legislation and regulations affecting its operations in the drilling and production of oil and gas wells and the discharge of wastes. To date, compliance with such provisions and regulations has not had a material effect upon the Partnership's expenditures for capital equipment, its operations or its competitive position. The cost of such compliance is not anticipated to be material in the future.

~~ITEM 2. PROPERTIES~~3

ITEM 2. PROPERTIES.

Drilling Activity

The following table sets forth the results of the Partnership's drilling activity from May 7, 2001 (date of inception) to December 31, ~~2001,~~2004. All of the Partnership's ~~which~~wells ~~was~~drilled ~~conducted~~and inproducing are ~~the~~located ~~Continental~~in ~~United States~~Colorado.

Development Wells	~~Development Wells~~
	Gross			Net
Gross Wells			Net Wells
Productive	~~Productive~~Dry	~~Dry~~Total	~~Total~~Productive	~~Productive~~Dry	~~Dry~~Total	~~Total~~
Period Ended December 31, 2001	32	-	32	15.44	-	15.44
32	-	32	15.44	-	15.44
	==	=	==	====	=	====

The Partnership has not participated in any exploratory wells. No additional drilling activity is planned.

Production

See "Management's Discussion and Analysis" on page 5 for Partnership production.

Reserves

See "Footnote 8" to the Partnership's financial statements for information related to the Partnership's oil and gas reserves.

Productive Wells

As outlined in the above table, the Partnership has a total of 32 gross productive wells (15.44 net wells) all of which are located in Colorado.

A "productive well" is a well producing, or capable of producing, oil and gas in commercial quantities. For purposes of the above table, a "gross well" is one in which the Partnership has a working interest and a "net well" is a gross well multiplied by the Partnership's working interest to which it is entitled under its drilling agreement.

Title to Properties

The Partnership's interests in producing acreage are in the form of assigned direct interests in leases. Such properties are subject to customary royalty interests generally contracted for in connection with the acquisition of properties and could be subject to liens incident to operating agreements, liens for current taxes and other burdens. The Partnership believes that none of these burdens materially interfere with the use of such properties in the operation of the Partnership's business.

As is customary in the oil and gas industry, little or no investigation of title is made at the time of acquisition of undeveloped properties (other than a preliminary review of local mineral records). Investigations are generally made, including in most cases receiving a title opinion of legal counsel, before commencement of drilling operations. A thorough examination of title has been made with respect to all of the Partnership's producing properties and the Partnership believes that it has generally satisfactory title to such properties.

ITEM 3. LEGAL PROCEEDINGS.

The Managing General partner as driller/operator is not party to any legal action that it believes would have a materially adverse affect on the Managing General Partner's or Partnership's business, financial condition, results of operations or liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

NON-APPLICABLE

ITEM 3. LEGAL PROCEEDINGS

The Managing General partner as driller/operator is not party to any legal action what would materially affect the Managing General Partner's or Partnership's operations or financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR ~~THE~~ REGISTRANT'S COMMON EQUITY AND RELATED ~~SECURITY~~STOCKHOLDER ~~HOLDER~~ MATTERS.

At December 31, 2001, PDC 2001-A Limited Partnership had one Managing General Partner and a total of 3 Limited Partners who ~~fully~~ paid for 1.25 units at $20,000 per unit of limited partnership interest, a total of 459 Additional General Partners who ~~fully~~ paid for 467.94 units at $20,000 per unit of additional general partnership interests. During 2002 in accordance with the Partnership Agreement, all Additional General Partners were converted to Limited Partners. At December 31, 2004, the Partnership had one Managing General Partner and 462 limited partners who paid for 469.19 units at $20,000 per unit. No established public trading market exists for the interests.

Limited and additional general partnership interests are transferable, however no assignee of an interest in the Partnership can become a substituted partner without the written consent of the transferor and the Managing General Partner. There is no established trading market for the securities of the Partnership.

ITEM 6. SELECTED FINANCIAL DATA.

The selected financial data presented below has been derived from audited financial statements of the Partnership appearing elsewhere herein.

	Period from May 7, 2001 (date of inception) to December 31, 2001
Oil and Gas Sales	$ 751,557
Costs and Expenses	932,432
Net loss	(147,099)
Allocation of Net income (loss)
Managing General Partner	17,499
Limited and Additional General Partners	(164,598)
Per Limited and Additional General Partner Unit	(351)
Total Assets	10,112,403
Distributions:
Managing General Partner	38,204
Limited and Additional General Partners	152,819

Years Ended December 31,

	2004	2003	2002
Oil and Gas Sales	$1,261,545	$1,327,456	$1,502,400
Costs and Expenses	653,952	816,160	1,179,581
Cumulative Effect of change in accounting principle	-	(2,218)	-
Loss on impairment of oil and gas properties	-	-	(4,560,861)
Net income (loss)	608,098	509,774	(4,236,517)
Allocation of Net income (loss):
Managing General Partner	121,620	101,955	(847,303)
Limited and Additional General Partners	486,479	407,819	(3,389,214)
Per Limited and Additional General Partner Unit	1,037	869	(7,224)
Total Assets	3,763,445	4,045,266	4,598,006
Cash Distributions:
Managing General Partner	181,110	213,232	256,167
Limited and Additional General Partners	724,452	852,938	1,024,682

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources

The Partnership was funded on May 7, 2001 with initial Limited and Additional General Partner contributions of $9,383,798 and the Managing General Partner's cash ~~contributed~~contribution of $2,040,976 in accordance with the Agreement. After payment ~~Syndication~~of ~~cost~~syndication costs of $985,299 and a one-time management fee to the managing general partner of $1234,~~219,894~~595 ~~were~~the ~~incurred~~Partnership ~~leaving~~had available cash of $10,204,880 for Partnership activities.

The Partnership began exploration and development activities subsequent to the funding of the Partnership and completed these activities by December 31, 2001. Thirty-two wells have been drilled, all of which have been completed as producers. No additional wells will be drilled.

The Partnership had ~~net~~ working capital at December 31, ~~2001~~2004 of $~~464~~233,~~597~~515.

Operations are expected to be conducted with available funds and revenues generated from oil and gas activities. No bank borrowings are anticipated.

Results of Operations

~~2001~~2004 Results Compared to 2003

Oil and gas sales ~~production~~for ~~commenced~~the ~~during~~year ended December 31, 2004 were $1,261,545 compared to $1,327,456 for the ~~third~~year ~~quarter~~ended December 31, 2003. For the year ended December 31, 2004, the Partnership sold 156,116 Mcf of ~~2001~~gas and 11,943 barrels of oil at average sales prices of $5.16 and $38.15, respectively. This compared with ~~revenue~~209,994 ~~distributions~~Mcf toof ~~the~~gas ~~partners~~and ~~commencing~~18,081 inbarrels ~~November~~of oil sold at average sales prices of $3.81 and $29.12, ~~2001~~respectively for the year ended December 31, 2003. ~~Included~~Lifting cost per Mcfe in ~~the~~2004 ~~net~~amounted ~~loss~~to of$1.38 as compared to $~~147~~1.11 for 2003. This increase is partially attributed to the increase in severance and property taxes,~~099~~ ~~was~~on ~~depreciation~~the significantly higher oil and gas prices along with additional well workovers. Depreciation, depletion and amortization ofdecreased from $~~568~~451,~~124~~881 ~~which~~for isthe year aended ~~non-cash~~December ~~expense~~31, ~~therefore~~2003 to $328,925 for the ~~partnership~~year ~~distributed~~ended ~~cash~~December 31, 2004. Cash distributions to the partners ~~which~~ amounted to $~~191~~905,~~023~~562 ~~during~~in ~~2001~~2004 and $1,066,170 in 2003.

~~The~~2003 ~~Partnership's~~Results ~~revenues~~Compared ~~from natural gas sales will be affected by changes in prices. Natural gas prices are subject~~ to ~~general market conditions which drive the pricing changes.~~ 2002

~~The~~Oil and ~~principal~~gas ~~effects~~sales offor ~~inflation~~the ~~upon~~year ended December 31, 2003 were $1,327,456 compared to $1,502,400 for the year ended December 31, 2002. For the year ended December 31, 2003, the Partnership ~~relate~~sold 209,994 Mcf of gas and 18,081 barrels of oil at average sales prices of $3.81 and $29.12, respectively. This compared with 309,732 Mcf of gas and 33,932 barrels of oil sold at average sales prices of $2.08 and $25.30, respectively for the year ended December 31, 2002. Lifting cost per Mcfe in 2003 amounted to $1.11 as compared to $0.69 for 2002. This increase is partially attributed to the increase in severance and property taxes. The fixed costs ~~required~~of operations and well maintenance are allocated to lower ~~drill~~production volumes, ~~complete~~therefore increasing the lifting cost per Mcfe. Depreciation, depletion and ~~operate~~amortization decreased from $810,115 for the year ended December 31, 2002 to $451,881 for the year ended December 31, 2003 as a result of lower volumes of natural gas and oil sold along with lower net book value of oil and gas ~~wells~~properties due to 2002's impairment charge for oil and gas properties. ~~The~~Cash ~~Partnership~~distributions ~~expects~~to ~~these~~the partners ~~costs~~amounted to ~~remain~~$1,066,170 ~~somewhat~~in ~~stable~~2003 ~~over~~and ~~the~~$1,280,849 ~~next~~in ~~year~~2002.

~~Critical~~The ~~Accounting~~Partnership's revenues ~~Policies~~from oil and natural gas sales will be affected by changes in prices. As a result of changes in federal regulations, gas prices are highly dependent on the balance between supply and demand. The Partnership's gas sales prices are subject to increase and decrease based on various market sensitive indices.

~~Certain~~Critical ~~accounting~~Accounting ~~policies~~Policies ~~are very important to the portrayal of the Partnership's financial condition~~ and ~~results of operations and require management's most subjective or complex judgments. The policies are as follows:~~Estimates

~~Impairment~~Certain ofaccounting ~~Long-Lived~~policies are ~~Assets.~~very ~~The~~important ~~Partnership~~to ~~assesses~~the ~~impairment~~portrayal of ~~capitalized~~the ~~costs~~Partnership's offinancial ~~proved~~condition and ~~oil~~results of operations and ~~gas~~require ~~properties~~management's bymost ~~comparing~~subjective ~~net~~or ~~capitalized~~complex judgments. ~~costs~~In toapplying ~~undiscounted~~those ~~future~~policies, our ~~cash~~management ~~flows~~uses onits ajudgment ~~field-by-filed~~to ~~basis~~determine ~~using~~the ~~expected~~appropriate ~~prices.~~assumptions ~~Prices~~to ~~utilized~~be used in ~~each~~the ~~year's~~determination ~~calculation~~of ~~for~~certain ~~measurement~~estimates. ~~purposes~~Those ~~and~~estimates ~~expected costs~~ are ~~held~~based ~~constant~~on our ~~throughout~~historical ~~the~~experience, ~~estimated~~our ~~life~~observance of trends in the ~~properties.~~industry, Ifand information ~~net~~available ~~capitalized~~from ~~costs~~other ~~exceed~~outside ~~undiscounted~~sources, ~~future~~as ~~net~~appropriate. ~~cash~~For ~~flow,~~a more detailed discussion on the ~~measurement~~application of ~~impairment~~these isand ~~based~~other onaccounting ~~estimated~~policies, see ~~fair~~"Note ~~value~~1 ~~which~~- ~~would~~Summary ~~consider~~of ~~future~~significant ~~discounted~~account ~~cash~~policies" ~~flows~~in our financial statements and related notes. The Partnership's critical accounting policies and estimates are as follows:

~~The~~Revenue judgement used in applying the above policies are based on management's evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results may differ from those estimates. See additional discussions in this Management's Discussion and AnalysisRecognition

~~New~~Sales ~~Accounting~~of ~~Standards~~natural gas are recognized when natural gas has been delivered to a custody transfer point, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale is reasonably assured and the sales price is fixed or determinable. Natural gas is sold by the Managing General Partner under contracts with terms ranging from one month to three years. Virtually all of the Managing General Partner's contracts pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of natural gas and prevailing supply and demand conditions, so that the price of the natural gas fluctuates to remain competitive with other available natural gas supplies. As a result, the Partnership's revenues from the sale of natural gas will suffer if market prices decline and benefit if they increase. The Partnership believes that the pricing provisions of its natural gas contracts are customary in the industry.

Statement of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS No. 141") and Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142") were issued in July 2001. SFAS No. 141 requires that all business combinations entered into subsequent to June 30, 2001 be accounted for under the purchase method of accounting and establishes specific criteria for the recognition of intangible assets separately from goodwill. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS 142. SFAS 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual value, and subsequently reviewed for impairment. The Partnership does not believe that the adoption of these statements will have a material effect on its financial position, results of operations, or cash flows.

In The ~~August,~~Managing ~~2001,~~General ~~the~~Partner ~~FASB~~currently ~~issued~~uses ~~SFAS No. 144, "Accounting for~~ the ~~Impairment or Disposal of Long~~"Net-~~Lived Assets~~Back" ~~("SFAS~~method of ~~No. 144"). SFAS No. 144 addresses financial~~ accounting ~~and reporting~~ for ~~the~~transportation ~~impairment~~arrangements ~~or disposal~~ of ~~long-lived~~natural ~~assets~~gas sales. The Managing ~~This~~General ~~Statement~~Partner ~~requires~~sells ~~that~~gas ~~long-lived~~at ~~assets be reviewed for impairment whenever events or changes in circumstances indicate that~~ the ~~carrying~~wellhead ~~amount of the asset may not be recoverable. Recoverability of assets to be held~~ and ~~used~~collects ~~is measured by~~ a ~~comparison~~price ofand recognizes ~~the~~revenues ~~carrying~~based ~~amount~~on ~~of an asset to future net cash flows expected to be generated by~~ the ~~asset.~~wellhead Ifsales ~~the~~price ~~carrying~~since ~~amount~~transportation costs ofdownstream ~~an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount~~ of the ~~asset~~wellhead ~~exceeds~~are ~~the~~incurred ~~fair~~by ~~value of~~ the ~~asset.~~Managing ~~SFAS~~General ~~No.~~Partner's customers ~~144 requires companies to separately report discontinued operations~~ and ~~extends~~reflected ~~that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or~~ in ~~a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at~~ the ~~lower~~wellhead ~~of the carrying amount or fair value less costs to sell~~price. The Partnership is required to adopt SFAS No. 144 on January 1, 2002. The Partnership does not believe that the adoption of this statement will have a material effect on its financial position, results of operations or cash flows.

~~Item~~Sales 7.of oil are recognized when persuasive evidence of a sales arrangement exists, the oil is verified as produced and is delivered in a stock tank, collection of revenue from the sale is reasonably assured and the sales price is determinable. ~~Quantitative~~ The Partnership is currently able to sell all the oil that it can produce under existing sales contracts with petroleum refiners and ~~Qualitative~~marketers. The ~~Disclosure~~Partnership ~~About~~does ~~Market~~not refine ~~Risk~~any of its oil production. The Partnership's crude oil production is sold to purchasers at or near the Partnership's wells under short-term purchase contracts at prices and in accordance with arrangements that are customary in the oil industry.

Accounting for Derivatives Contracts at Fair Value

The Partnership uses derivative instruments to manage its commodity and financial market risks. Accounting requirements for derivatives and hedging activities are complex; interpretation of these requirements by standard-setting bodies is ongoing.

Derivatives are reported on the Balance Sheets at fair value. Changes in fair value of derivatives that are not designated as accounting hedges are recorded in earnings.

The measurement of fair value is based on actively quoted market prices, if available. Otherwise, the Partnership seeks indicative price information from external sources, including broker quotes and industry publications. If pricing information from external sources is not available, measurement involves judgment and estimates. These estimates are based on valuation methodologies considered appropriate by the Partnership's management.

For individual contracts, the use of different assumptions could have a material effect on the contract's estimated fair value. In addition, for hedges of forecasted transactions, the Partnership must estimate the expected future cash flows of the forecasted transactions, as well as evaluate the probability of the occurrence and timing of such transactions. Changes in conditions or the occurrence of unforeseen events could affect the timing of recognition in earnings for changes in fair value of certain hedging derivatives.

Use of Estimates in Long-Lived Asset Impairment Testing

Impairment testing for long-lived assets and intangible assets with definite lives is required when circumstances indicate those assets may be impaired. In performing the impairment test, the Partnership would estimate the future cash flows associated with individual assets or groups of assets. Impairment must be recognized when the undiscounted estimated future cash flows are less than the related asset's carrying amount. In those circumstances, the asset must be written down to its fair value, which, in the absence of market price information, may be estimated as the present value of its expected future net cash flows, using an appropriate discount rate. Although cash flow estimates used by the Partnership are based on the relevant information available at the time the estimates are made, estimates of future cash flows are, by nature, highly uncertain and may vary significantly from actual results.

Oil and Gas Properties

Exploration and development costs are accounted for by the successful efforts method.

The Partnership assesses impairment of capitalized costs of proved oil and gas properties by comparing net capitalized costs to estimated undiscounted future net cash flows on a field-by-field basis using expected prices. Prices utilized in each year's calculation for measurement purposes and expected costs are held constant throughout the estimated life of the properties. If net capitalized costs exceed undiscounted future net cash flows, the measurement of impairment is based on estimated fair value which would consider future discounted cash flows.

Property acquisition costs are capitalized when incurred. Geological and geophysical costs and delay rentals are expensed as incurred. The costs of drilling exploratory wells are capitalized pending determination of whether the wells have discovered economically producible reserves. If reserves are not discovered, such costs are expensed as dry holes. Development costs, including equipment and intangible drilling costs related to both producing wells and developmental dry holes, are capitalized.

Unproved properties or leases are written-off to expense when it is determined that they will expire or be abandoned.

Costs of proved properties, including leasehold acquisition, exploration and development costs and equipment, are depreciated or depleted by the unit-of-production method based on estimated proved developed oil and gas reserves.

Upon sale or retirement of complete fields of depreciable or depletable property, the book value thereof, less proceeds or salvage value, is credited or charged to income. Upon sale of a partial unit of property, the proceeds are credited to accumulated depreciation and depletion.

New Accounting Standards

In June 2001, the Financial Accounting Standard Board issued FASB No. 143, "Accounting for Asset Retirement Obligations" that requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. This statement is effective for fiscal years beginning after June 15, 2002. The Partnership adopted FASB No. 143 on January 1, 2003 and recorded a net asset of $5,511 and a related liability of $7,729 (using a 6% discount rate) and a cumulative effect on change in accounting principle on prior years of $2,218.

Item 7 A. Quantitative and Qualitative Disclosure About Market Risk.

Market-Sensitive Instruments and Risk Management

The Partnership's primary market risk exposure is commodity price risk. This exposure is discussed in detail below:

Commodity Price Risk

The Managing General Partner ~~of the Partnership~~ utilizes commodity-based derivative instruments as hedges to manage a portion of ~~the Partnership's~~ its exposure to price risk from its oil and natural gas sales. These instruments consist of ~~NYMEX~~CIG-~~traded~~based ~~natural~~contracts ~~gas~~traded ~~futures~~by ~~contracts~~JP ~~and~~Morgan ~~option~~for ~~contracts.~~Colorado production. These hedging arrangements have the effect of locking in for specified periods (at predetermined prices or ranges of prices) the prices the ~~Partnership~~Managing General Partner will receive for the volume to which the hedge relates. As a result, while these hedging arrangements are structured to reduce the Partnership's exposure to ~~decreases~~changes in price associated with the ~~hedging~~hedged commodity, they also limit the benefit the Partnership might otherwise have received from price changes ~~increases~~ associated with the hedged commodity. The ~~Partnership~~Managing General Partner's policy prohibits the use of natural gas future and option contracts for speculative purposes. ~~As of December 31, 2001, the Partnership had no natural gas future contracts or option contracts.~~

The following tables summarize the open futures and options contracts for the Partnership as of December 31, 2004 and 2003.

Commodity	Type	Quantity	Weighted	Total	Fair
		Gas-Mmbtu	Average	Contract	Market
		Oil-Barrels	Price	Amount	Value
Total Contracts as of December 31, 2004
Natural Gas	Floors	31,019	4.16	-	7,509
Natural Gas	Ceilings	15,509	5.36	-	(9,771)
Oil	Floors	6,774	32.30	218,816	5,772
Oil	Ceilings	3,387	40.00	135,490	(18,322)
8 Contracts maturing in 12 months following December 31, 2004
Natural Gas	Floors	31,019	4.16	-	7,509
Natural Gas	Ceilings	15,509	5.36	-	(9,771)
Oil	Floors	6,774	32.30	218,816	5,772
Oil	Ceilings	3,387	40.00	135,490	(18,322)

Prior Year Total Contracts as of December 31, 2003
Natural Gas	Floors	21,812	3.28	-	-
Natural Gas	Ceilings	21,812	4.84	-	(332)

The maximum term over which the Partnership is hedging exposure to the variability of cash flows for commodity price risk is 12 months.

The average CIG closing price for natural gas for the years 2004, 2003 and 2002 was $5.17 per Mmbtu, $4.04 per Mmbtu and $1.97 per Mmbtu. The average NYMEX closing price for oil for the years 2004, 2003 and 2002 was $41.44 per bbl, $30.98 per bbl and $26.98 per bbl. Future near-term gas prices will be affected by various supply and demand factors such as weather, government and environmental regulations and new drilling activities within the industry.

Disclosure of Limitations

As the information above incorporates only those exposures that exist at December 31, ~~2001~~2004, it does not consider those exposures or positions which could arise after that date. As a result, the Partnership's ultimate realized gain or loss with respect to commodity price fluctuations will depend on the exposures that arise during the period, the Partnership's hedging strategies at the time and commodity prices at the time.

~~ITEM~~PART ~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~III

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

The response to this Item is set forth herein in a separate section of this Report, beginning on Page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE.

NONE.

7ITEM 9A CONTROLS AND PROCEDURES

~~Part~~ Under the ~~III~~supervision and with the participation of the Managing General Partner's management, including the Managing General Partner's Chief Executive Officer and Chief Financial Officer, the Managing General Partner has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Exchange Act Rule 13a-14(c)) as of the end of the period covered by this annual report on Form 10-K, and, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective in all material respects, including those to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission's rules and forms, and is accumulated and communicated to management, including the Managing General Partner's Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely disclosure. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls in the fourth quarter and subsequent to the date of their evaluation.

ITEM 109B. OTHER ~~DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY~~INFORMATION

The Partnership has no directors or executive officers. The partnership is managed by Petroleum Development Corporation (the Managing General Partner). Petroleum Development Corporation's common stock is traded in the NASDAQ National Market and Form 10-K for 2001 has been filed with the Securities and Exchange Commission. None

~~ITEM 11. MANAGEMENT REMUNERATIONS AND TRANSACTIONS.~~9

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The Partnership has no directors or executive officers. The partnership is managed by Petroleum Development Corporation (the Managing General Partner). Petroleum Development Corporation's common stock is traded in the NASDAQ National Market and Form 10-K for 2004 has been filed with the Securities and Exchange Commission.

Although the Partnership has no Code of Ethics, Petroleum Development Corporation, the Managing General Partner of the Partnership, has a Code of Ethics that applies to its senior executive officers. The Code of Ethics is posted on the website of Petroleum Development Corporation at www.petd.com.

ITEM 11. EXECUTIVE COMPENSATION.

NON-APPLICABLE.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND ~~MANAGEMENT~~RELATED STOCKHOLDER MATTERS.

NON-APPLICABLE.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Pursuant to the authorization contained in the Limited Partnership Agreement, PDC receives fees for services rendered and reimbursement of certain expenses from the Partnership. See respective drilling prospectus for further information regarding the Limited Partnership Agreement. The following table presents compensation or reimbursements by the Partnership to PDC or other related parties for ~~during~~years ~~the~~ended ~~period~~December ~~from~~31, ~~May 7~~2004, ~~2001~~2003 ~~(date~~and ~~of inception) to December 31, 2001~~2002.

Drilling and completion costs	$10,204,880
	2004	2003	2002
Lifting costs	~~118~~$315,~~522~~302	353,519	356,040
Offering and organization costs (includes reimbursement of syndication cost and management fee)	1,219,894
Tax return preparation	4,453	5,657	3,495
Tax return preparation	4,015
Direct administrative cost	1,938	1,880	1,832
Direct administrative cost	1,341

~~PART~~ITEM IV14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~ITEM~~ For ~~14.~~the ~~EXHIBITS~~years ended December 31, ~~FINANCIAL~~2004 ~~STATEMENT~~and ~~SCHEDULES~~2003, ~~AND~~the ~~REPORTS~~Partnership ONpaid ~~FORM~~KPMG 8LLP $2,842 and $2,759, respectively, for professional services for the audit of the Partnership's financial statements in its Form 10-K and review of financial statements included in the Partnership's Form 10-Qs.

~~(a) (1)~~Pre-Approval ~~Financial~~Policies ~~Statements~~and Procedures

The Sarbanes-Oxley Act of 2002 requires that all services provided to the Partnership by its independent accountants be subject to pre-approval by the Audit Committee or authorized members of the Committee. The Partnership does not have an Audit Committee, the Managing General Partner's Audit Committee also serves for the Partnership. The Audit Committee has adopted policies and procedures for pre-approval of all audit services and non-audit services to be provided by the Partnership's independent accountants. Services necessary to conduct the annual audit must be pre-approved by the Audit Committee or by the authorized Audit Committee member. Actual fees incurred for all services performed by the independent accountant will be reported to the Audit Committee after the services are fully performed.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(1) Financial Statements

See Index to Financial Statements on F-2

(2) Financial Statement Schedules

See Index to Financial Statements on page F-2. All financial statement schedules are omitted because they are not required, inapplicable, or the information is included in the Financial Statements or Notes thereto.

8(3) Exhibits

4.1	Form of Limited Partnership Agreement (incorporated by reference to Appendix A to Form S-1, SEC File No. 333-47622, and Rule 424 final prospectus, dated January 12, 2001, of Petroleum Development Corporation, filed with the SEC on February 2, 2001).
14	Code of Ethics of Petroleum Development Corporation (incorporated by reference to the posted code on the web site of Petroleum Development Corporation at www.petd.com).
31.1	Rule 13a-14(a)/15d-14(c) Certification of Chief Executive Officer of Petroleum Development Corporation, the managing general partner of the Limited Partnership.
31.2	Rule 13a-14(a)/15d-14(c) Certification of Chief Financial Officer of Petroleum Development Corporation, the managing general partner of the Limited Partnership.
32.1	Title 18 U.S.C. Section 1350 (Section 906 of Sarbanes-Oxley Act of 2002) Certifications by Chief Executive Officer and Chief Financial Officer of Petroleum Development Corporation, the managing general partner of the Limited Partnership.

CONFORMED COPY

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PDC 2001-A Limited Partnership By its Managing General Partner Petroleum Development Corporation By /s/ ~~James~~Steven NR. ~~Ryan~~Williams ~~James~~Steven NR. ~~Ryan~~Williams, Chairman ~~March~~April 2519, ~~2002~~2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ James N. Ryan James N. Ryan	Chairman, Chief Executive Officer and Director	March 25, 2002
/s/ Steven R. Williams Steven R. Williams	Chairman, Chief Executive Officer and Director	April 19, 2005
/s/ Steven R. Williams Steven R. Williams	President and Director	March 25, 2002
/s/ Darwin L. Stump Darwin L. Stump	Chief Financial Officer and Treasurer (principal financial and accounting officer)	April 19, 2005
/s/ Dale G. Rettinger Dale G. Rettinger	Executive Vice President, Treasurer and Director (principal financial and accounting officer)	March 25, 2002
/s/ Thomas E. Riley Thomas E. Riley	President and Director	April 19, 2005
/s/ Roger J. Morgan Roger J. Morgan	Secretary and Director	March 25, 2002
/s/ Donald B. Nestor Donald B. Nestor	Director	April 19, 2005
/s/ Vincent F. D'Annunzio Vincent F. D'Annunzio	Director	April 19, 2005

912

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Financial Statements for Annual Report

on Form 10-K to Securities and Exchange

Commission

~~Period~~Years ~~from~~Ended ~~May~~December 731, ~~2001~~2004, ~~(Date~~2003 ofand ~~Inception)~~2002

to(With ~~December~~Independent ~~31,~~Registered ~~2001~~Public Accounting Firm's Report Thereon)

(With Independent Auditors' Report Thereon)

F-1

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Index to Financial Statements

Independent Auditors' Report	F-3
Report of Independent Registered Public Accounting Firm	F-3
Balance Sheet - December 31, 2001	F-4
Balance Sheets - December 31, 2004 and 2003	F-4
Statement of Operations - Period from May 7, 2001 (Date of Inception) to December 31, 2001	F-5
Statements of Operations - Years Ended December 31, 2004, 2003 and 2002	F-5
Statement of Partners' Equity - Period from May 7, 2001 (Date of Inception) to December 31, 2001	F-6
Statements of Partners' Equity and Comprehensive Income (Loss) - Years Ended December 31, 2004, 2003 and 2002	F-6
Statement of Cash Flows - Period from May 7, 2001 (Date of Inception) to December 31, 2001	F-7
Statements of Cash Flows - Years Ended December 31, 2004, 2003 and 2002	F-7
Notes to Financial Statements	F-8

All financial statement schedules have been omitted because they are not applicable or not required or ~~for~~ the ~~reason that the~~ required information is shown in the financial statements or notes thereto.

F-2

Report of Independent ~~Auditors'~~Registered ~~Report~~Public Accounting Firm

To the Partners

PDC 2001-A Limited Partnership:

We have audited the ~~financial~~accompanying ~~statements~~balance sheets of PDC 2001-A Limited Partnership (a West Virginia limited partnership) as ~~listed~~of December 31, 2004 and 2003, and the related statements of operations, partners' equity and comprehensive income (loss), and cash flows for each of the years in the ~~accompanying~~three-year ~~index~~period ended December 31, 2004. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our ~~audit~~audits.

We conducted our ~~audit~~audits in accordance with ~~auditing~~the standards ~~generally~~of ~~accepted~~the inPublic ~~the~~Company Accounting ~~United~~Oversight ~~States~~Board of(United ~~America~~States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits ~~audit~~provide ~~provides~~ a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PDC 2001-A Limited Partnership as of December 31, ~~2001~~2004 and 2003, and the results of its operations and its cash flows for ~~the~~each ~~period~~of ~~from~~the ~~May~~years 7,in ~~2001~~the ~~(date~~three-year ofperiod ~~inception)~~ended to December 31, ~~2001~~2004, in conformity with ~~accounting~~U.S. ~~principles~~ generally accepted inaccounting ~~the United States of America~~principles.

As discussed in note 1 to the financial statements, the Partnership adopted the provisions of Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations", in 2003.

KPMG LLP

Pittsburgh, Pennsylvania

~~March~~April 1119, ~~2002~~2005

F-3

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Balance ~~Sheet~~Sheets

December 31, ~~2001~~2004 and 2003

Assets
Current assets:	2004	2003
Cash	$ 268,~~113~~319	10,620
Accounts receivable - oil and gas revenues	~~442~~264,~~011~~641	215,236
Account receivable - due from Managing General Partner	7,523
Total current assets	272,960	225,856
Total current assets	475,647
Oil and gas properties, successful efforts method (notes 3 and 6):	5,651,311	5,651,311
Oil and gas properties, successful efforts method (Notes 3 and 5):
Less accumulated depreciation, depletion and amortization	2,160,826	1,831,901
Oil and gas properties	10,204,880
	3,490,485	3,819,410
Less accumulated depreciation, depletion and amortization	568,124
	$3,763,445	4,045,266
	9,636,756
Liabilities and Partners' Equity
	$10,112,403
Current liabilities:
	======
Accrued expenses	$ 39,445	9,814
Current Liabilities and Partners' Equity
Total current liabilities	39,445	9,814
Current liabilities:
Asset retirement obligation	8,685	8,193
Accrued expenses	$ 11,050
Partners' equity	3,715,315	4,027,259
Total current liabilities	11,050
	$ 3,763,445	4,045,266
Partners' equity	10,101,353
	$10,112,403
	======

See accompanying notes to financial statements.

F-4

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

~~Statement~~Statements of Operations

~~Period~~Years ~~from~~Ended ~~May~~December 731, ~~2001~~2004, ~~(Date~~2003 ofand ~~Inception) to December 31, 2001~~2002

Revenues:
	2004	2003	2002
Sales of oil and gas	$ 751,557
Revenues:
Interest income	33,776
Sales of oil and gas	$1,261,545	1,327,456	1,502,400
	785,333
Interest income	505	696	1,525
Expenses (note 3):
	1,262,050	1,328,152	1,503,925
Management fee	234,595
Expenses (note 3):
Lifting costs	~~118~~315,~~522~~302	353,519	356,040
Independent engineering fee	~~3,000~~-	-	5,420
Independent audit fee	2,~~835~~842	2,759	2,679
Tax return preparation	4,~~015~~453	5,657	3,495
Direct administrative cost	12,~~341~~430	2,344	1,832
Depreciation, depletion and amortization	~~568~~328,~~124~~925	451,881	810,115
	932,432
Loss on impairment of oil and gas properties	-	-	4,560,861
Net loss	$ (147,099)
	653,952	816,160	5,740,442
	======
Income (loss) before cumulative effect of change in accounting principle	608,098	511,992	(4,236,517)
Net loss per limited and additional general partner unit	$ (351)
Cumulative effect of change in accounting principle	-	(2,218)	-
	======
Net income (loss)	$ 608,098	509,774	(4,236,517)
Net income (loss) per limited and additional general partner unit before cumulative effect of change in accounting principle	$ 1,037	873	(7,224)
Cumulative effect of change in accounting principle	-	(4)	-
Net income (loss) per limited and additional general partner unit	$ 1,037	869	(7,224)

See accompanying notes to financial statements.

F-5

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

~~Statement~~Statements of Partners' Equity and Comprehensive Income (Loss)

~~Period~~Years ~~from~~Ended ~~May~~December 731, ~~2001~~2004, ~~(Date~~2003 ofand ~~Inception) to December 31, 2001~~2002

	Limited and additional general partners	Managing general partner	Total
	Limited Partners	Managing General Partner	Accumulated Other Comprehensive Income (Loss)	Total
Partners' initial capital contributions	$9,383,798	$2,040,976	$11,424,774
Balance December 31, 2001	$8,081,082	2,020,271		10,101,353
Syndication costs	(985,299)	-	(985,299)
Distribution to partners	(1,024,682)	(256,167)		(1,280,849)
Distributions	(152,819)	(38,204)	(191,023)
Comprehensive loss:
Net income (loss)	(164,598)	17,499	(147,099)
Net loss	(3,389,214)	(847,303)		(4,236,517)
Balance, December 31, 2001	$8,081,082	$2,020,271	$10,101,353
Change in fair value of outstanding hedging positions			2,572
	======	======	======
Reclassification adjustment for settled contracts included in net income			-
Other comprehensive income			2,572	2,572
Comprehensive loss				(4,233,945)
Balance December 31, 2002	3,667,186	916,801	2,572	4,586,559
Distribution to partners	(852,938)	(213,232)		(1,066,170)
Comprehensive income:
Net income:	407,819	101,955		509,774
Change in fair value of outstanding hedging positions			(1,345)
Reclassification adjustment for settled contracts included in net income			(1,559)
Other comprehensive loss			(2,904)	(2,904)
Comprehensive income				506,870
Balance December 31, 2003	3,222,067	805,524	(332)	4,027,259
Distribution to partners	(724,452)	(181,110)		(905,562)
Comprehensive income:
Net income:	486,479	121,620		608,098
Change in fair value of outstanding hedging positions			(25,138)
Reclassification adjustment for settled contracts included in net income			10,658
Other comprehensive loss			(14,480)	(14,480)
Comprehensive income				593,618
Balance December 31, 2004	$2,984,094	746,034	(14,812)	3,715,315

See accompanying notes to financial statements.

F-6

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

~~Statement~~Statements of Cash Flows

~~Period~~Years ~~from~~Ended ~~May~~December 731, ~~2001~~2004, ~~(Date~~2003 ofand ~~Inception) to December 31, 2001~~2002

Cash flows from operating activities:
	2004	2003	2002
Net loss	$ (147,099)
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash used by operating activities:
Net income (loss)	$ 608,098	509,774	(4,236,517)
Depreciation, depletion and amortization	568,124
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Changes in operating assets and liabilities:
Loss on impairment of oil and gas properties	-	-	4,560,861
Increase in accounts receivable - oil and gas revenues	(442,011)
Depreciation, depletion and amortization	328,925	451,881	810,115
Increase in accounts receivable - Managing General Partner	(7,523)
Cumulative effect of accounting change	-	2,218	-
Increase in accrued expenses	11,050
Accretion of asset retirement obligation	492	464	-
Net cash used by operating activities	(17,459)
Changes in operating assets and liabilities:
Cash flows from investing activities:
(Increase) decrease in accounts receivable -oil and gas revenues	(36,122)	92,283	134,492
Expenditures for oil and gas properties	(10,204,880)
Decrease in accounts receivable - Managing General Partner	-	-	7,523
Net cash used by investing activities	(10,204,880)
Increase (decrease) in accrued expenses	1,868	(1,965)	397
Cash flows from financing activities:
Net cash provided from operating activities	903,261	1,054,655	1,276,871
Limited and additional general partner contributions	9,383,798
Cash flows from financing activities:
Managing General Partner contribution	2,040,976
Distributions to partners	(905,562)	(1,066,170)	(1,280,849)
Syndication cost paid	(985,299)
Net cash used by financing activities	(905,562)	(1,066,170)	(1,280,849)
Distributions to partners	(191,023)
Net decrease in cash	(2,301)	(11,515)	(3,978)
Net cash provided from financing activities	10,248,452
Cash at beginning of period	10,620	22,135	26,113
Net increase in cash	26,113
Cash at end of period	$ 8,319	10,620	22,135
Cash at beginning of period	-
Cash at end of period	$ 26,113
	======

See accompanying notes to financial statements.

F-7

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements

December 31, ~~2001~~2004, 2003 and 2002

(1) Summary of Significant Accounting Policies

Partnership Financial Statement Presentation Basis

The financial statements include only those assets, liabilities and results of operations of the partners which relate to the business of PDC 2001-A Limited Partnership (the Partnership). The statements do not include any assets, liabilities, revenues or expenses attributable to any of the partners' other activities. Petroleum Development Corporation ("PDC") serves as Managing General Partner of the Partnership.

Oil and Gas Properties

The Partnership follows the successful efforts method of accounting for the cost of exploring for and developing oil and gas reserves. Under this method, costs of development wells, including equipment and intangible drilling costs related to both producing wells and developmental dry holes, and successful exploratory wells are capitalized and amortized on an annual basis to operations by the units-of-production method using estimated proved developed reserves determined at December 31, 2004 and 2003 by the Managing General Partner's petroleum engineers and at ~~year~~December ~~end~~31, 2002 by an independent petroleum engineer, Wright & Company, Inc. If a determination is made that an exploratory well has not discovered economically producible reserves, then its costs are expensed as dry hole costs.

The Partnership assesses impairment of capitalized costs of proved oil and gas properties by comparing net capitalized costs to undiscounted future cash flows on a field-by-field basis using expected prices. Prices utilized in each year's calculation for measurement purposes and expected costs are held constant throughout the estimated life of the properties. If net capitalized costs exceed undiscounted future net cash ~~flow~~flows, the measurement of impairment is based on estimated fair value which would consider future discounted cash flows. During 2002 the loss on impairment of oil and gas properties as reflected in the Statement of Operations amounted to $4,560,861.

~~Based~~Revenue on the Managing General Partner's experience, management believes site restoration, dismantlement and abandonment costs, net of salvage to be immaterial in relation to operating costs. These costs are being expensed when incurred.Recognition

~~Income~~Sales ~~Taxes~~of natural gas are recognized when natural gas has been delivered to a custody transfer point, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale is reasonably assured and the sales price is fixed or determinable. Natural gas is sold by the Managing General Partner under contracts with terms ranging from one month to three years. Virtually all of the Managing General Partner's contracts pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of natural gas and prevailing supply and demand conditions, so that the price of the natural gas fluctuates to remain competitive with other available natural gas supplies. As a result, the Partnership's revenues from the sale of natural gas will suffer if market prices decline and benefit if they increase. The Partnership believes that the pricing provisions of its natural gas contracts are customary in the industry.

~~Since~~The Managing General Partner currently uses the ~~taxable~~"Net-Back" ~~income~~method orof ~~loss~~accounting for transportation arrangements of natural ~~the~~gas ~~Partnership~~sales. The isManaging ~~reported~~General inPartner sells gas at the ~~separate~~wellhead ~~tax~~and collects ~~returns~~a ofprice and recognizes revenues based on the ~~partners,~~wellhead nosales ~~provision~~price since ~~has~~transportation ~~been~~costs ~~made~~downstream ~~for~~of ~~income~~the ~~taxes~~wellhead onare incurred by the Managing ~~Partnership~~General Partner's ~~books~~customers and reflected in the wellhead price.

Under federal income tax laws, regulations and administrative rulings, certain types of transactions may be accorded varying interpretations. Accordingly, the Partnership's tax return and, consequently, individual tax returns of the partners may be changed to conform to the tax treatment resulting from a review by the Internal Revenue Service.

(Continued)

F-8

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements~~, Continued~~

~~Derivatives~~Sales ~~Financial~~of ~~Instruments~~oil are recognized when persuasive evidence of a sales arrangement exists, the oil is verified as produced and is delivered in a stock tank, collection of revenue from the sale is reasonably assured and the sales price is determinable. The Partnership is currently able to sell all the oil that it can produce under existing sales contracts with petroleum refiners and marketers. The Partnership does not refine any of its oil production. The Partnership's crude oil production is sold to purchasers at or near the Partnership's wells under short-term purchase contracts at prices and in accordance with arrangements that are customary in the oil industry.

The ~~Managing~~Partnership ~~General~~sold oil ~~Partner~~and ~~utilizes~~natural ~~commodity~~gas ~~based~~to ~~derivative~~several ~~instruments~~entities asof ~~hedges~~which tothree ~~manage~~customers aaccounted ~~portion~~for 38.0%, 37.3% and 17.3% of the Partnership's ~~exposure~~total tooil ~~price~~and ~~volatility stemming from~~ natural gas ~~production.~~sales ~~These~~for the ~~instruments~~year ~~consist~~ended ofDecember ~~natural~~31, ~~gas~~2004, ~~futures~~22.3%, 22.7% and ~~option~~32.9% ~~contracts~~for ~~traded on~~ the ~~New~~year ~~York~~ended December ~~Mercantile~~31, 2003, ~~Exchange. The futures~~ and ~~option~~28.7%, ~~contracts~~28.4% ~~hedge committed~~ and ~~anticipated natural gas sales generally forecasted to occur within a 12 month period~~27.3% ~~The Partnership does not hold or issue derivatives~~ for ~~trading~~the oryear ~~speculative~~ended ~~purposes.~~December 31, 2002.

AsIncome ~~of December 31, 2001 the Partnership had no futures contracts or option contracts for the sale of natural gas.~~ Taxes

~~All~~Since ~~derivatives are recognized on~~ the ~~Partnership~~taxable income ~~balance~~or ~~sheet~~loss atof ~~their fair value. On~~ the ~~date~~Partnership ~~the derivative contract~~ is ~~entered~~reported ~~into,~~in the ~~Managing~~separate ~~General~~tax ~~Partner~~returns ~~designates the derivative as either a hedge~~ of ~~a forecasted transaction or~~ the ~~variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow" hedge)~~partners, orno aprovision ~~non-hedging~~has ~~derivative.~~been ~~The~~made ~~Managing General Partner formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy~~ for ~~undertaking~~income ~~various~~taxes ~~hedge~~on transactions. This process includes linking all derivatives that are designated as cash-flow hedges to specific firm commitments or forecasted transactions. The Managing General Partner also formally assesses, both at the ~~hedge~~Partnership's ~~inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items~~ books. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Partnership discontinues hedge accounting prospectively. No hedging activities were discontinued during 2001.

~~Changes~~Under infederal ~~fair~~income tax ~~value~~laws, ofregulations ~~a derivative that is highly effective~~ and ~~that~~administrative ~~is designated and qualifies as a cash-flow hedge are recorded in accumulated other comprehensive income~~rulings, ~~until~~certain ~~earnings~~types ~~are affected by the variability in cash flows~~ of ~~the~~transactions may ~~designated~~be ~~hedged~~accorded ~~item.~~varying ~~Changes in the fair value of non-hedging derivatives are reported in current-period earnings~~interpretations. ~~The Partnership discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item~~Accordingly, the ~~derivative~~Partnership's ~~expires~~tax return ~~or is sold~~and, ~~terminated~~consequently, orindividual ~~exercised.~~tax ~~Additionally,~~returns ifof the ~~derivative~~partners ismay ~~dedesignated~~be aschanged to aconform ~~hedging~~to ~~instrument,~~the ~~because~~tax ittreatment isresulting ~~unlikely~~from ~~that~~ a ~~forecasted~~review ~~transaction~~by ~~will occur, a hedged firm commitment no longer meets~~ the ~~definition~~Internal ~~of a firm commitment, or the Partnership determines that designation of the derivative as a hedging instrument is no longer appropriate, hedge accounting will discontinue~~Revenue Service.

ByDerivative using derivative financial instruments to hedge exposures to changes in commodity prices, the Managing General Partner exposes the Partnership to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Partnership, which creates repayment risk. The Managing General Partner minimizes the credit or repayment risk in derivative instruments by entering into transactions with high-quality counterparties.Financial Instruments

The Managing General Partner utilizes commodity based derivative instruments as hedges to manage a portion of the Partnership's exposure to price volatility stemming from natural gas production. These instruments consist of costless collars and option contracts traded on the CIG (Colorado Interstate Gas Index). The costless collars and option contracts hedge committed and anticipated natural gas sales generally forecasted to occur within a 24 month period. The Partnership does not hold or issue derivatives for trading or speculative purposes.

All derivatives are recognized on the Partnership balance sheet at their fair value. On the date the derivative contract is entered into, the Managing General Partner designates the derivative as either a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow" hedge), or a non-hedging derivative. The Managing General Partner formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash-flow hedges to specific firm commitments. The Managing General Partner also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Managing General Partner discontinues hedge accounting prospectively. No hedging activities were discontinued during 2004 or 2003.

Changes in fair value of a derivative that is highly effective and that is designated and qualifies as a cash-flow hedge are recorded in accumulated other comprehensive income (loss), until earnings are affected by the variability in cash flows of the designated hedged item. Changes in the fair value of non-hedging derivatives are reported in current-period earnings. The Managing General Partner discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised.

F-9

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements~~, Continued~~

Additionally, if the derivative is designated as a hedging instrument, because it is probable that a forecasted transaction will not occur, or the Managing General Partner determines that designation of the derivative as a hedging instrument is no longer appropriate, hedge accounting will be discontinued.

By using derivative financial instruments to hedge exposures to changes in commodity prices, the Managing General Partner exposes the Partnership to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Partnership, which creates credit risk. The Managing General Partner minimizes the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

Use of Estimates

The Partnership has made a number of estimates and assumptions relating to the reporting of assets and liabilities and revenues and expenses and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted ~~accounting~~in ~~principles.~~the United States of America. Actual results could differ from those estimates. Estimates which are particularly significant to the financial statements include estimates of oil and gas reserves and future cash flows from oil and gas properties which are used in assessing impairment of long-lived assets.

New Accounting Standards

~~Statement~~In ofJune 2001, the Financial Accounting ~~Standards~~Standard ~~No.~~Board ~~141,~~issued ~~"Business~~FASB ~~Combinations" ("SFAS~~ No. ~~141") and Statement of Financial Accounting Standards No. 142~~143, "~~Goodwill~~Accounting ~~and~~for Asset ~~Other~~Retirement ~~Intangible Assets~~Obligations" ~~("SFAS~~that ~~No. 142") were issued in July 2001. SFAS No. 141~~ requires ~~that~~entities ~~all business combinations entered into subsequent~~ to ~~June~~record ~~30, 2001 be accounted for under~~ the ~~purchase~~fair value ~~method~~ of ~~accounting~~a ~~and~~liability ~~establishes specific criteria~~ for ~~the~~an ~~recognition~~asset ofretirement ~~intangible~~obligation ~~assets~~in ~~separately~~the ~~from~~period ~~goodwill.~~in ~~SFAS~~which it ~~No.~~is ~~142~~incurred ~~requires~~and ~~that~~a ~~goodwill~~corresponding ~~and~~increase ~~intangible~~in ~~assets~~the ~~with~~carrying ~~indefinite~~amount ~~useful~~of ~~lives~~the related nolong-lived ~~longer~~asset. beThis ~~amortized,~~statement ~~but~~is ~~instead~~effective ~~tested~~ for ~~impairment~~fiscal atyears beginning ~~least~~after ~~annually~~June in15, ~~accordance~~2002. ~~with~~The ~~the~~Partnership ~~provisions~~adopted ofFASB ~~SFAS 142~~No. ~~SFAS~~143 ~~142~~on ~~also~~January ~~requires~~1, ~~that~~2003 ~~intangible~~and ~~assets~~recorded ~~with~~a ~~definite~~net ~~useful~~asset ~~lives~~of ~~be amortized over their respective estimated useful lives to their estimated residual value~~$5,511 and ~~subsequently~~a ~~reviewed~~related ~~for~~liability ~~impairment.~~of ~~The~~$7,729 (using ~~Partnership~~a ~~does~~6% ~~not~~discount ~~believe~~rate) ~~that~~and ~~the~~a ~~adoption~~cumulative effect of ~~these~~change ~~statements~~in ~~will~~accounting principle ~~have a material effect~~ on ~~its~~prior ~~financial~~years ~~position, results~~ of ~~operations~~$2, ~~or cash flows~~218.

In June 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement Obligations" ("SFAS No. 143"). SFAS No. 143 requires the Partnership to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The Partnership also records a corresponding asset which is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The Partnership is required to adopt SFAS No. 143 on January 1, 2003. At this time, the Partnership cannot reasonably estimate the effect of the adoption of this Statement on either its financial position, results of operations, or cash flows.

In August, 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS No. 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Partnership is required to adopt SFAS No. 144 on January 1, 2002. The Partnership does not believe that the adoption of this statement will have a material effect on its financial position, results of operations or cash flows.

F-10

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements, Continued

(2) Organization

The Partnership was organized as a limited partnership on May 7, 2001, in accordance with the laws of the State of West Virginia for the purpose of engaging in the drilling, completion and operation of oil and gas development and exploratory wells in the Rocky Mountain Region.

Purchasers of partnership units subscribed to and fully paid for 1.25 units of limited partner interest and 467.94 units of additional general partner interests at $20,000 per unit (Investor Partners). Petroleum Development Corporation has been designated the Managing General Partner of the Partnership. Although costs, revenues and cash distributions allocable to the limited and additional general partners are shared pro rata based upon the amount of their subscriptions, including the Managing General Partner to the extent of its capital contributions, there are significant differences in the federal income tax effects and liability associated with these different types of units in the Partnership.

Upon completion of the drilling phase of the Partnership's wells, all additional general partners units are converted into units of limited partner interests and thereafter become limited partners of the Partnership. Limited partners do not have any rights to convert their units into units of additional general partner interests in the Partnership.

In accordance with the terms of the Partnership Agreement (the Agreement), the Managing General Partner manages all activities of the Partnership and acts as the intermediary for substantially all Partnership transactions.F-10

(3) Transactions with Managing General Partner and Affiliates

The Partnership's transactions with the Managing General Partner include the following:

	Period from May 7, 2001 (date of inception) to December 31, 2001
Drilling and completion costs	$10,204,880
Offering and organization costs (includes reimbursements of syndication cost and management fee)	1,219,894
Lifting costs	118,522
Tax return preparation	4,015
Direct administrative cost	1,341

F-11

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements~~, Continued~~

In accordance with the terms of the Limited Partnership Agreement (the Agreement), the Managing General Partner manages all activities of the Partnership and acts as the intermediary for substantially all Partnership transactions.

(3) Transactions with Managing General Partner and Affiliates

Pursuant to the authorization contained in the Agreement, PDC receives fees for services rendered and reimbursement of certain expenses from the Partnership. See respective drilling prospectus for further information regarding the Agreement. The following table presents compensation or reimbursements by the Partnership to PDC or other related parties for years ended December 31, 2004 and 2003 and 2002.

Year Ended December 31,

	2004	2003	2002
Lifting costs	$315,302	353,519	356,040
Tax return preparation	4,453	5,657	3,495
Direct administrative cost	1,938	1,880	1,832

(4) Allocation

The table below summarizes the participation of the Managing General Partner and the Investor Partners, taking account of the Managing General Partner's capital contribution equal to a minimum of 20% of the ~~Initial~~initial ~~Operating Capital~~capital, in the costs and revenues of the Partnership.

Partnership Costs	Investor Partners(25)(36)	Managing General Partner (25)(36)
Broker-dealer Commissions and Expenses(1)	100%	0%
Management Fee	100%	0%
Management Fee(2)	100%	0%
Lease Costs	0%	100%
Tangible Well Costs	0%	100%
Intangible Drilling and Development Costs	100%	0%
Total Drilling and Completion Costs	80%	20%
Operating Costs	80%	20%
Operating Costs(3)	80%	20%
Direct Costs	80%	20%
Direct Costs(4)	80%	20%
Administrative Costs	0%	100%
Partnership Revenues
Sale of Oil and Gas Production	80%	20%
Sale of Productive Properties	80%	20%
Sale of Equipment	0%	100%
Sale of Undeveloped Leases .	80%	20%
Interest Income	80%	20%

____________________

(1) Organization and ~~Offering~~offering ~~Costs~~costs, net of the ~~Dealer~~dealer ~~Manager~~manager commissions, discounts, due diligence expenses, and wholesaling fees of the Partnership were paid by the Managing General Partner and not from Partnership funds. In addition, organization ~~Organization~~ and ~~Offering~~offering ~~Costs~~costs in excess of 10-1/2% of Subscriptions, ~~were~~if any, were paid by the Managing General Partner, without recourse to the Partnership.

(2) ToRepresents a ~~the~~one-time ~~extent~~fee ~~that~~paid ~~Investor~~to ~~Partners~~the ~~receive~~Managing ~~preferred~~General ~~cash~~Partner ~~distributions,~~on the ~~allocations~~day ~~for Investor Partners will be increased accordingly and~~ the ~~allocation~~Partnership is ~~for~~funded ~~the~~equal ~~Managing~~to ~~General~~2-1/2% ~~Partner~~of ~~will~~total ~~likewise~~investor ~~be decreased~~subscriptions.

As set forth in the following paragraph, the allocation of profits, losses and cash distributions of the Managing General Partner might be increased, and the allocation of profits, losses, and cash distributions of the Investor Partners might be decreased in the event that the Managing General Partner were to invest more than the Managing General Partner's minimum required Capital Contribution to cover tangible equipment and lease costs.F-11

~~The~~PDC Managing General Partner will pay for the Partnership's share of all Leases and tangible well equipment. The entire Capital Contribution of the Investor Partners, after payment of brokerage commissions, due diligence reimbursement, and the Management Fee, will be utilized to pay for intangible drilling costs. In the event that the Intangible Drilling Costs exceed the funds of the Investor Partners available for payment of Intangible Drilling Costs (herein "excess IDC"), a portion of the Capital Contribution of the Managing General Partner may be used to pay such excess IDC. If the cost of Leases and tangible well equipment were to exceed the Managing General Partner's Capital Contribution of 212001-~~3/4~~A percent of the aggregate Capital Contribution of the Investor Partners, then the Managing General Partner will increase its Capital Contribution to fund such additional capital requirements and the Managing General Partner's allocation of profits, losses, and cash distributions will be increased to equal the percentage arrived at by dividing the Capital Contribution made by the Managing General Partner by the Capital Available for Investment; the allocation of the Investor Partners will be decreased accordingly.LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements

(3) Represents Operating costs incurred after the completion of productive wells, including monthly per-well charges paid to the Managing General Partner.

(4) The Managing General Partner receives monthly reimbursement from the Partnership for direct costs incurred by the Managing General Partner on behalf of the Partnership.

(5) To the extent that Investor Partners receive preferred cash distributions, the allocations for Investor Partners will be increased accordingly and the allocation for the Managing General Partner will likewise be decreased.

(6) The allocation of profits, losses and cash distributions of the Managing General Partner might be increased, and the allocation of profits, losses, and cash distributions of the Investor Partners might be decreased in the event that the Managing General Partner were to invest more than the Managing General Partner's minimum required Capital Contribution to cover tangible equipment and lease costs. The Managing General Partner will pay for the Partnership's share of all Leases and tangible well equipment. The entire Capital Contribution of the Investor Partners, after payment of brokerage commissions, due diligence reimbursement, and the Management Fee, was utilized to pay for intangible drilling costs. In the event that the Intangible Drilling Costs exceed the funds of the Investor Partners available for payment of Intangible Drilling Costs (herein "excess IDC"), a portion of the Capital Contribution of the Managing General Partner may be used to pay such excess IDC. If the cost of Leases and tangible well equipment were to exceed the Managing General Partner's Capital Contribution of 21-3/4% of the aggregate Capital Contribution of the Investor Partners, then the Managing General Partner will increase its Capital Contribution to fund such additional capital requirements and the Managing General Partner's allocation of profits, losses, and cash distributions will be increased to equal the percentage arrived at by dividing the Capital Contribution made by the Managing General Partner by the Capital Available for Investment; the allocation of the Investor Partners will be decreased accordingly.

(7) In accordance with the repurchase provision of the partnership prospectus, PDC may repurchase units from the investor partners, which is entirely voluntary on the part of the partners. During 2004 PDC purchased a total of .5 units of partnership interest for a total ownership of .7717 units as of December 31, 2004 which represents a .001645% ownership of the original Investor Partners share of limited and general partnership units. Therefore, costs and revenues and distributions for those purchased units are allocated to PDC in accordance with the Investor Partners allocation percentages disclosed in this table.

(5) Derivative Financial Instruments

The Managing General Partner utilizes commodity-based derivative instruments as hedges to manage a portion of its exposure to price risk from its oil and natural gas sales. These instruments consist of CIG-based contracts traded by JP Morgan for Colorado production. These hedging arrangements have the effect of locking in for specified periods (at predetermined prices or ranges of prices) the prices the Managing General Partner will receive for the volume to which the hedge relates. As a result, while these hedging arrangements are structured to reduce the Partnership's exposure to changes in price associated with the hedged commodity, they also limit the benefit the Partnership might otherwise have received from price changes associated with the hedged commodity. The Managing General Partner's policy prohibits the use of natural gas future and option contracts for speculative purposes.

F-12

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements~~, Continued~~

~~(4) In~~The ~~accordance~~following ~~with~~tables summarize the ~~repurchase~~open ~~provision~~futures ofand ~~the~~options ~~partnership~~contracts ~~prospectus,~~for ~~PDC may repurchase units from~~ the ~~investor~~Partnership ~~partners,~~as ~~which is entirely voluntary on the part~~ of ~~the~~December ~~partners.~~31, ~~During~~2004 ~~2001~~and ~~there were no units purchased by PDC~~2003.

(5) Costs Relating to Oil and Gas Activities

Commodity	Type	Quantity	Weighted	Total	Fair
		Gas-Mmbtu	Average	Contract	Market
		Oil-Barrels	Price	Amount	Value
Total Contracts as of December 31, 2004
Natural Gas	Floors	31,019	4.16	-	7,509
Natural Gas	Ceilings	15,509	5.36	-	(9,771)
Oil	Floors	6,774	32.30	218,816	5,772
Oil	Ceilings	3,387	40.00	135,490	(18,322)
Contracts maturing in 12 months following December 31, 2004
Natural Gas	Floors	31,019	4.16	-	7,509
Natural Gas	Ceilings	15,509	5.36	-	(9,771)
Oil	Floors	6,774	32.30	218,816	5,772
Oil	Ceilings	3,387	40.00	135,490	(18,322)
Prior Year Total Contracts as of December 31, 2003
Natural Gas	Floors	21,813	3.28	-	-
Natural Gas	Ceilings	21,813	4.84	-	(332)

The ~~Partnership~~maximum isterm over ~~engaged solely in oil and gas activities, all of~~ which ~~are located in~~ the ~~continental~~Partnership ~~United~~is ~~States.~~hedging ~~Information~~exposure ~~regarding~~to ~~aggregate~~the ~~capitalized~~variability ~~costs and results~~ of ~~operations~~cash flows for ~~these~~commodity ~~activities~~price risk is ~~located~~12 ~~in the basic financial statements~~months. ~~Costs capitalized for these activities at December 31, 2001, are as follows:~~

Lease acquisitions at cost	$ 324,923
Intangible development costs	8,163,904
Well equipment	1,716,053
	$10,204,880
	======

(6) Costs Relating to Oil and Gas Activities

The ~~following~~Partnership is engaged solely in oil and gas activities, all of which are located in the continental United States. Information regarding aggregate capitalized costs and ~~were~~results ~~incurred~~of operations for these activities is located in the ~~Partnership's~~basic financial ~~oil~~statements. Costs ~~and~~capitalized ~~gas~~for these activities are as follows:

	Period from May 7, 2001 (date of inception) to December 31, 2001
		December 31,
Costs incurred:
			2004	2003	2002
Property acquisition costs	$ 324,923
	Lease acquisitions at cost		$324,923	324,923	324,923
Development costs	9,879,957
	Intangible development costs		8,163,904	8,163,904	8,163,904
	$10,204,880
	Well equipment		1,716,053	1,716,053	1,716,053
	======
	Impairment charges		(4,560,861)	(4,560,861)	(4,560,861)
	Capitalized asset retirement cost		7,292	7,292	-
			$5,651,311	5,651,311	5,644,019

~~(6) Income~~There ~~Taxes~~were no costs incurred for the Partnership's oil and gas activities for the years ended December 31, 2004, 2003 and 2002.

As(7) Income a result of the differences in the treatment of certain items for income tax purposes as opposed to financial reporting purposes, primarily depreciation, depletion and amortization of oil and gas properties and the recognition of intangible drilling costs as an expense or capital item, the income tax basis of oil and gas properties differs from the basis used for financial reporting purposes. At December 31, 2001, the income tax basis of the Partnership's oil and gas properties was $1,929,729.Taxes

As a result of the differences in the treatment of certain items for income tax purposes as opposed to financial reporting purposes, primarily depreciation, depletion and amortization of oil and gas properties and the recognition of intangible drilling costs as an expense or capital item, the income tax basis of oil and gas properties differs from the basis used for financial reporting purposes. At December 31, 2004 and 2003, the income tax basis of the Partnership's oil and gas properties was $936,293 and $1,175,600, respectively.

F-13

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements~~, Continued~~

(78) Supplemental Reserve Information (Unaudited)

Proved oil and gas reserves of the Partnership have been estimated at December 31, 2004 and 2003 by the Managing General Partner's petroleum engineers and at December 31, 2002 by an independent petroleum engineer, Wright & Company, Inc. These reserves have been prepared in compliance with the Securities and Exchange Commission rules based on year end prices~~, adjusted for hedging contracts~~. A copy of the reserve report has been made available to all partners. All of the partnership's reserves are proved developed. An analysis of the change in estimated quantities of proved developed oil and gas reserves is shown below:

	Natural gas	Oil
		Oil (Bbls)
	(mcf)	(bbl)
		2004	2003	2002
Proved developed reserves as of May 7, 2001(date of inception)	-	-
Proved developed reserves:
Extensions, discoveries and other additions	2,846,615	337,093
	Beginning of year	226,000	239,000	313,000
Production	(96,797)	(23,955)
	Revisions of previous estimates	(13,000)	5,000	(40,000)
Proved developed reserves as of
	Production	(12,000)	(18,000)	(34,000)
December 31, 2001	2,749,818	313,138
	End of Year	201,000	226,000	239,000
	======	======

		Gas (MCF)
		2004	2003	2002
Proved developed reserves:
	Beginning of year	2,251,000	2,094,000	2,750,000
	Revisions of previous estimates	15,000	367,000	(346,000)
	Production	(156,000)	(210,000)	(310,000)
	End of Year	2,110,000	2,251,000	2,094,000

(9) Standardized Measure of Discounted Future Net Cash Flows and Changes Therein Relating to Proved Oil

and Gas Reserves (Unaudited)

Summarized in the following table is information for the Partnership with respect to the standardized measure of discounted future net cash flows relating to proved oil and gas reserves. Future cash inflows are computed by applying year-end prices of oil and gas relating to the Partnership proved reserves to the year-end quantities of those reserves. Future production, development, site restoration and abandonment costs are derived based on current costs assuming continuation of existing economic conditions.

	As of December 31,
	2004	2003	2002
Future estimated revenues	$ 22,420,000	18,883,000	14,342,000
Future estimated production costs	(5,378,000)	(5,110,000)	(3,690,000)
Future estimated development costs	(1,299,000)	(1,299,000)	(1,299,000)
Future net cash flows	15,743,000	12,474,000	9,353,000
10% annual discount for estimated timing of cash flows	(7,540,000)	(5,992,000)	(4,435,000)
Standardized measure of discounted future
estimated net cash flows	$8,203,000	6,482,000	4,918,000

F-14

PDC 2001-A LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements

The following table summarizes the principal sources of change in the standardized measure of discounted future estimated net cash flows:

	As of December 31,
	2004		2003	2002
Sales of oil and gas production, net of production costs	$(947,000)	(974,000)		(1,146,000)
Net changes in prices and production costs	4,441,000	3,194,000		3,832,000
Extensions, discoveries, and improved recovery, less related cost	-	-		-
Revisions of previous quantity estimates	(225,000)	901,000		(971,000)
Accretion of discount	(1,548,000)	(1,557,000)		(950,000)
	$1,721,000	1,564,000		765,000

It is necessary to emphasize that the data presented should not be viewed as representing the expected cash flow from, or current value of, existing proved reserves since the computations are based on a large number of estimates and arbitrary assumptions. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions. The required projection of production and related expenditures over time requires further estimates with respect to pipeline availability, rates of demand and governmental control. Actual future prices and costs are likely to be substantially different from the current prices and costs utilized in the computation of reported amounts. Any analysis or evaluation of the reported amounts should give specific recognition to the computational methods utilized and the limitations inherent therein.

F-15

Filing Compare · Colorado 2001A Limited Partnership