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

FORM 8-K

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

Date of Report (Date of earliest event reported): December 817, 2010

PDC 2004-B LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)


West Virginia	000-51219	20-0547318
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


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

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

Not applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 32.0301 ~~Material~~Completion ~~Modification to Rights~~ of ~~Security~~Acquisition ~~Holders~~or Disposition.

OnAs ~~December 8,~~previously ~~2010~~disclosed, atPDC 2004-B Limited Partnership, a ~~special~~West ~~meeting~~Virginia oflimited partnership (the ~~limited~~“Partnership”) ~~partners~~entered ofinto ~~PDC~~an ~~2004-B~~Agreement ~~Limited~~and Plan of ~~Partnership~~Merger, dated as of June 7, 2010 (the “~~Partnership~~Merger Agreement”), ~~other~~by ~~than~~and among the Partnership, Petroleum ~~Development~~ Development Corporation, a Nevada corporation and ~~managing~~ general partner of the Partnership (“PDC”), and DP 2004 Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of PDC (the “Merger Sub”) that was approved by the Partnership’s limited partners other than PDC and its affiliates (the “Investors”) at a special meeting held on December 8, ~~the~~2010. ~~Investors~~On ~~voted~~December 17, 2010, pursuant to ~~adopt~~the anterms ~~amendment~~of tothe Merger Agreement and in accordance with the West Virginia Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, the Partnership merged with and into the Merger Sub, with the Merger Sub continuing as the surviving company (such transaction, the “Merger”). As of the effective time of the Merger, all of the Partnership’s outstanding limited partnership ~~agreement~~units ~~granting~~held ~~the~~by Investors (other anthan limited partnership units held by Investors who properly exercise ~~express~~appraisal rights under West Virginia law) were automatically converted into the right to ~~vote~~receive cash in an amount equal to ~~approve~~$8,250 ~~merger~~per ~~transactions~~limited (partnership unit, less the sum of the per unit cash distributions made after June 30, ~~“Amendment”~~2010 and before the closing date of the Merger (proportionally adjusted for partial limited partnership units). ~~The~~and ~~Partnership~~the ~~subsequently~~separate ~~amended~~existence ~~its~~of the Partnership ~~Agreement~~ceased. inAs ~~accordance~~a ~~with~~result of the ~~Amendment~~Merger, the Partnership became eligible for termination of registration under the Exchange Act. ~~The~~Accordingly, ~~Amendment~~the Partnership isexpects to deregister its shares under the Securities Exchange Act ~~attached~~of ~~hereto~~1934, as ~~Exhibit 3.1~~amended (the “Exchange Act”) and issuspend ~~incorporated~~the Partnership’s ~~herein~~reporting byobligations ~~reference~~under the Exchange Act.

~~Item~~The ~~5.03~~foregoing description ~~Amendment~~of the Merger Agreement and the transactions contemplated thereby does not purport to ~~Articles~~be ofcomplete ~~Incorporation~~and oris ~~Bylaws;~~subject ~~Change~~to, and qualified in ~~Fiscal~~its entirety ~~Year~~by, the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2010.

~~The information disclosed in~~ Item 3 5.0301 isChange ~~incorporated~~in ~~herein~~Control byof ~~reference~~Registrant.

The information disclosed in Item 2.01 5is hereby incorporated by reference.07 ~~Submission~~The total cash merger consideration paid by PDC for the limited partnership units of ~~Matters~~the Partnership (excluding those limited partnership units exercising dissenters’ rights and per unit cash distributions made to aInvestors ~~Vote~~after ofJune 30, ~~Security~~2010 ~~Holders~~and before the Merger closed) was approximately $7.0 million, which PDC funded from borrowings under its revolving credit facility and cash on hand.

AtThe ~~a special~~foregoing ~~meeting~~description ~~held~~of onthe ~~December 8,~~Merger ~~2010,~~Agreement and the ~~Investors~~transactions ~~voted~~contemplated thereby does not purport to ~~adopt~~be ~~the Amendment.~~complete ~~The~~and ~~number~~is ofsubject ~~limited~~to, ~~partnership~~and ~~units~~qualified ~~held~~in its entirety by, ~~Investors~~the ~~voted~~Merger ~~in favor~~Agreement. A copy of the ~~Amendment~~Merger Agreement was ~~572~~attached as Exhibit 2.531 orto ~~approximately~~the ~~65%~~Partnership’s ofCurrent ~~the~~Report ~~limited partnership~~on ~~units~~Form ~~outstanding~~8-K ~~and~~filed with ~~entitled~~the toSecurities ~~vote~~and asExchange ofCommission ~~the~~on ~~record~~June 9, ~~date~~2010.

AsItem previously disclosed, the Partnership entered into an Agreement and Plan of Merger, dated as of June 7, 2010 (the “Merger Agreement”), by and among the Partnership, PDC and DP 2004 Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of PDC (the “Merger Sub”)5.02 AtDeparture ~~a special meeting held on December 8, 2010, the Investors also voted to adopt and approve~~ of ~~the~~Directors ~~Merger Agreement. The number of limited partnership units held by Investors voted in favor of the Merger Agreement was 551.10~~ or ~~approximately~~Principal ~~63%~~Officers; ofElection ~~the limited partnership units outstanding and entitled to vote as~~ of ~~the~~Directors; ~~record~~Appointment ~~date. Under the terms~~ of ~~the~~Certain ~~Merger Agreement,~~Officers; ~~pending~~Compensatory ~~completion~~Agreements of ~~certain~~Certain customary closing conditions, each outstanding limited partnership unit of the Partnership held by Investors (other than limited partnership units held by Investors who properly exercise appraisal rights under West Virginia law) will be automatically converted into the right to receive cash in an amount equal to $8,250 per limited partnership unit, less the sum of the per unit cash distributions made after June 30, 2010 and before the closing date of the merger (proportionally adjusted for partial limited partnership units)Officers.

~~The~~Barton ~~foregoing description~~R. ~~of the Merger Agreement and the transactions contemplated thereby~~Brockman, ~~does~~Jr., ~~not~~President, ~~purport~~Gysle toR. beShellum, ~~complete~~Vice President and ~~is subject to~~Treasurer, and ~~qualified~~Dan ~~in its~~Amidon, ~~entirety by~~Secretary, ~~the~~each ~~Merger~~ceased ~~Agreement.~~to Aserve ~~copy of the Merger Agreement was attached~~ as ~~Exhibit 2.1~~officers toof the Partnership’s ~~Current~~effective ~~Report on Form 8-K filed~~upon ~~with~~consummation of the ~~SEC on June 9, 2010~~Merger.

~~(c) Exhibits~~SIGNATURES

Exhibit Number		Description
3.1		Amendment to Limited Partnership Agreement, dated December 8, 2010.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2PDC 2004-B LIMITED PARTNERSHIP

~~SIGNATURES~~By: PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner

~~Pursuant~~Date: ~~to the requirements of the Securities Exchange Act of 1934~~December 20, ~~the registrant has duly~~2010 ~~caused this report to be signed on its behalf by the undersigned hereunto duly~~ ~~authorized.~~

~~PDC~~By: ~~2004-B~~/s/ Daniel W. ~~LIMITED~~Amidon Name: ~~PARTNERSHIP~~Daniel W. Amidon Title: General Counsel and Secretary

CORPORATION, its Managing General Partner

Date: December 14, 2010

By: /s/ Daniel W. Amidon Name: Daniel W. Amidon Title: General Counsel and Secretary

Exhibit Index

Exhibit Number		Description
3.1		Amendment to Limited Partnership Agreement, dated December 8, 2010.

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