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): ~~March~~June 3115, 2011

PDC 2005-B LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

West Virginia (State or other jurisdiction of incorporation) 000-51452 (Commission File Number) 20-2088726 (I.R.S. Employer Identification No.)


West Virginia	000-51452	20-2088726
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation)

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


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

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

oItem 5.03 ~~Pre-commencement~~Amendment ~~communications pursuant~~ to ~~Rule~~Articles ~~13e-4(c)~~of ~~under~~Incorporation ~~the~~or ~~Exchange~~Bylaws; ~~Act~~Change ~~(17~~in ~~CFR~~Fiscal ~~240~~Year.~~13e-4(c))~~

~~Item~~ The 8information disclosed in Item 3.0103 ~~Other~~is ~~Events~~incorporated herein by reference.

~~PDC 2005-B Limited Partnership (the “Partnership”) has reported that its special meeting of limited partners of the Partnership which was scheduled to be held at 1775 Sherman Street, Suite~~Item ~~3000, Denver, Colorado 80203 on March 25, 2011 at 10:00 a~~5.~~m.,~~07 ~~Mountain~~Submission ~~time, was adjourned due to lack~~ of aMatters ~~quorum. In order~~ to allow time for the further solicitation of proxies from the limited partners on proposals to approve (i) an amendment to the Partnership’s partnership agreement that would grant such limited partners an express right to vote to approve merger transactions and (ii) the Agreement and Plan of Merger, dated as of November 16, 2010 (the “Merger Agreement”), by and among the Partnership, PDC and DP 2004 Merger Sub LLC, and the transactions contemplated thereby, the meeting was adjourned until Friday, May 27, 2011, at 10:00 a~~.m.,~~ ~~Mountain~~Vote ~~time, at which time the general partner~~ of ~~the Partnership~~Security ~~intends to reconvene such special meeting at the same location~~Holders.

~~Investors~~At ~~holding~~a ~~limited~~special ~~partner~~meeting ~~interests~~held ~~in the Partnership should refer to the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”)~~ on ~~February~~ June 415, 2011 ~~and mailed to investors on February 7~~, ~~2011~~the ~~for~~Investors ~~more~~voted ~~information about the matters~~ to beadopt ~~considered at~~ the ~~reconvened special meeting~~Amendment. ~~PDC has re-evaluated the merger~~The ~~consideration~~number ~~agreed~~of tolimited inpartnership ~~the~~units ~~Merger~~held ~~Agreement~~by ~~and~~Investors ~~has~~voted ~~proposed~~in tofavor ~~offer~~of ~~supplemental merger consideration to~~ the ~~investors~~Amendment inwas ~~the Partnership’s limited partner interests~~1,110. ~~PDC expects to~~4 ~~send~~or ~~those~~approximately ~~investors~~56% aof ~~proxy supplement that provides information relating to~~ the ~~increased merger~~limited ~~consideration~~partnership ~~and~~units ~~also~~outstanding ~~includes year-end financial statements~~ and ~~the~~entitled ~~Partnership’s 2010 year-end~~to ~~reserve~~vote ~~report.~~as ~~Although there is no assurance~~ of the ~~likelihood or timing of~~ ~~the~~record completion of the SEC proxy disclosure review process or whether the Partnership will obtain the necessary approvals from its limited partners, PDC expects to mail such proxy supplement in late April or early May 2011date.

As previously disclosed, the Partnership entered into an Agreement and Plan of Merger, dated as of November 16, 2010 (the “Merger Agreement”), by and among the Partnership, PDC and DP 2004 Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of PDC (the “Merger Sub”). At a special meeting held on June 15, 2011, the Investors also voted to adopt and approve of the Merger Agreement. The number of limited partnership units held by Investors voted in favor of the Merger Agreement was 1,079.9 or approximately 55% of the limited partnership units outstanding and entitled to vote as of the record date. Under the terms of the Merger Agreement, as modified by the PDC letter dated February 28, 2011, pending completion of certain customary closing conditions, each outstanding limited partnership unit of the Partnership held by Investors (other than limited partnership units held by Investors who properly exercise appraisal rights under West Virginia law) will be automatically converted into the right to receive cash in an amount equal to $6,544 per limited partnership unit, plus the sum of the amounts withheld from per unit cash distributions by the partnership from October 1, 2010 through February 28, 2011 for the partnership’s well refracturing plan, less the sum of the per unit cash distributions made after February 28, 2011 and before the closing date of the merger (proportionally adjusted for partial limited partnership units).

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on November 22, 2010.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Description

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

SIGNATURES

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

	~~PDC 2005-B LIMITED PARTNERSHIP~~	PDC 2005-B LIMITED PARTNERSHIP
	~~By:~~	~~PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner~~By:		PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner
Date: March 31, 2011	By:	/s/ Daniel W. Amidon
Date: June 20, 2011		By: Name:		/s/ Daniel W. Amidon Daniel W. Amidon
		Name:	Daniel W. Amidon
		Title:		General Counsel and Secretary
		Title:	General Counsel and Secretary

Exhibit Index


Exhibit Number		Description

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

Filing Compare · PDC 2005-B Limited Partnership