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

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~October~~November 282, 2011

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

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

(Exact name of registrant as specified in its charter)

1775 Sherman Street, Suite 3000Denver, Colorado	80203
West Virginia	000-50226	04-3726919
(Address of Principal Executive Offices)	(Zip Code)
(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.)~~

(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))

1Item 2.01 Completion of Acquisition or Disposition.

~~Item~~As 3previously disclosed, PDC 2002-D Limited Partnership, a West Virginia limited partnership (the “Partnership”) entered into an Agreement and Plan of Merger, dated as of June 20, 2011 (the “ Merger Agreement”), by and among the Partnership, Petroleum 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 October 28, 2011.03 ~~Material~~On ~~Modification~~November 2, 2011, pursuant to ~~Rights~~the terms of ~~Security~~the ~~Holders~~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 units held by Investors (other than limited partnership units held by Investors who properly exercise appraisal rights under West Virginia law) were automatically converted into the right to receive cash in an amount equal to $4,024 per limited partnership unit, plus the sum of the amounts withheld from per unit cash distributions by the partnership from October 1, 2010 through August 31, 2011 for the partnership’s additional Codell formation development plan, less the sum of the per unit cash distributions made after August 31, 2011 and before the closing date of the Merger (proportionally adjusted for partial limited partnership units) and the separate existence of the Partnership ceased. As a result of the Merger, the Partnership became eligible for termination of registration under the Exchange Act. Accordingly, the Partnership expects to deregister its shares under the Securities Exchange Act of 1934, as amended (the “ Exchange Act”) and suspend the Partnership’s reporting obligations under the Exchange Act.

OnThe ~~October 28,~~foregoing ~~2011,~~description ~~at a special meeting~~ of the ~~limited~~Merger ~~partners~~Agreement ofand ~~PDC~~the ~~2002-D~~transactions ~~Limited~~contemplated ~~Partnership (the~~thereby ~~“Partnership”)~~does ~~other~~not ~~than~~purport ~~Petroleum~~to ~~Development~~be ~~Corporation,~~complete ~~a Nevada corporation~~ and ~~managing~~is ~~general~~subject ~~partner of the Partnership (“PDC”)~~to, and ~~its~~qualified ~~affiliates~~in ~~(the~~its ~~“Investors”)~~entirety by, the ~~Investors voted to adopt an~~Merger ~~amendment~~Agreement. toA ~~the~~copy ~~Partnership’s~~of ~~limited partnership agreement granting~~ the ~~Investors~~Merger anAgreement ~~express~~was ~~right~~attached toas ~~vote~~Exhibit 2.1 to ~~approve merger transactions (~~the ~~“Amendment”). The~~ Partnership’s ~~subsequently~~Current Report ~~amended~~on ~~its~~Form ~~Partnership~~8-K ~~Agreement~~filed ~~in accordance~~ with the ~~Amendment.~~Securities ~~The~~and ~~Amendment~~Exchange isCommission ~~attached~~on ~~hereto as Exhibit~~June ~~3.1~~21, ~~and is incorporated herein by reference~~2011.

Item 5.0301 ~~Amendment to Articles of Incorporation or Bylaws;~~ Change in ~~Fiscal~~Control ~~Year~~of Registrant.

The information disclosed in Item 32.0301 is hereby incorporated ~~herein~~ by reference. The total cash merger consideration paid by PDC for the limited partnership units of the Partnership (excluding those limited partnership units exercising dissenters’ rights and per unit cash distributions made to Investors after August 31, 2011 and before the Merger closed) was approximately $5.3 million, which PDC funded from borrowings under its revolving credit facility and cash on hand.

~~Item~~The ~~5.07~~foregoing ~~Submission~~description of ~~Matters~~the Merger Agreement and the transactions contemplated thereby does not purport to abe ~~Vote~~complete and is subject to, and qualified in its entirety by, the Merger Agreement. A copy of ~~Security~~the ~~Holders~~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 21, 2011.

~~At a special meeting held on October 28, 2011, the Investors voted to adopt the Amendment. The number of limited~~SIGNATURES ~~partnership units held by Investors voted in favor of the Amendment was 711.0 or approximately 54% of the limited partnership units outstanding and entitled to vote as of the record date.~~

AsPursuant ~~previously~~to ~~disclosed,~~ the ~~Partnership~~requirements ~~entered into an Agreement and Plan~~ of ~~Merger, dated as of June 20, 2011 (~~the ~~“Merger~~Securities ~~Agreement”),~~Exchange byAct ~~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 October 28~~1934, ~~2011,~~ the ~~Investors~~registrant ~~also~~has ~~voted to adopt and approve of the Merger Agreement. The number of limited partnership~~duly ~~units~~caused ~~held~~this byreport ~~Investors voted in favor of the Merger Agreement was 695.1 or approximately 53% of the limited partnership units outstanding and entitled~~ to vote as of the record date. Under the terms of the Merger Agreement, 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~~signed ~~converted~~on ~~into~~its ~~the~~behalf ~~right to receive cash in an amount equal to $4,024 per limited partnership unit, plus the sum of the amounts withheld from per unit cash distributions~~ by the ~~partnership~~ ~~from~~undersigned ~~October 1,~~hereunto ~~2010~~duly through August 31, 2011 for the partnership’s additional Codell formation development plan, less the sum of the per unit cash distributions made after August 31, 2011 and before the closing date of the merger (proportionally adjusted for partial limited partnership units)authorized.

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 June 21, 2011.


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

Date: November 8, 2011	By:	/s/ Daniel W. Amidon
		Name:	Daniel W. Amidon
		Title:	General Counsel and Secretary

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
3.1		Amendment to Limited Partnership Agreement, dated October 28, 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 2002-D LIMITED PARTNERSHIP
	By:	PETROLEUM DEVELOPMENT CORPORATION, its Managing General Partner
Date: November 3, 2011	By:	/s/ Daniel W. Amidon
	Name:Title:	Daniel W. Amidon General Counsel and Secretary

Exhibit Index

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

Filing Compare · PDC 2002 D LTD PARTNERSHIP