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): ~~February~~June 824, 2013 (June 18, 2013)

PDC 2002-C LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)



WEST VIRGINIA	333-47622-03	35-2175775
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

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

~~Check~~Not 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):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:

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

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

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

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

Item 12.01. ~~Entry~~ ~~into~~Completion aof ~~Material~~Acquisition ~~Definitive~~or ~~Agreement.~~Disposition of Assets

On a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 4 5, 2013, the managing general partner of PDC 2002-C Limited Partnership's (~~the~~this “Partnership”) ~~managing general partner~~, PDC Energy, Inc. (“PDC”), ~~entered~~first ~~into~~reported that it had executed a Purchase and Sale Agreement ~~(the “Purchase Agreement”)~~ with certain affiliates of Denver-based Caerus Oil and Gas LLC (“Caerus”), dated February 4, 2013, pursuant to which ~~the~~this Partnership ~~has~~ agreed to sell to Caerus ~~the~~its ~~Partnership's~~ Piceance Basin oil and gas properties, ~~located~~leasehold inmineral ~~Garfield~~interests ~~County~~and related assets, ~~Colorado~~including certain derivatives (the “Assets”) for aggregate cash consideration of approximately $~~0.4 million (the “Purchase Price”)~~434,000, subject to customary adjustments ~~to the Purchase Price~~, including adjustments based on title and environmental diligence to be conducted by Caerus ~~(the “Transaction”)~~. ~~The~~Pursuant ~~Assets~~to ~~do not include any of~~ the ~~Partnership's~~Purchase ~~Wattenberg~~and ~~Field~~Sale ~~assets. Additionally~~Agreement, ~~the~~PDC ~~Partnership~~also ~~has~~ agreed to sell ~~certain derivative instruments associated with the Piceance Basin~~ to Caerus ~~at fair market value. Pursuant to the Purchase Agreement, PDC will sell to Caerus~~ assets located in the Piceance Basin and certain other areas on its own behalf as well.

~~The~~On ~~Purchase~~June ~~Agreement includes customary representations~~18, ~~warranties~~2013, ~~covenants~~this ~~and~~divestiture ~~indemnities~~was bycompleted ~~PDC~~with ~~and~~total ~~Caerus.~~proceeds ~~Each~~received ~~party's~~by ~~obligation~~this toPartnership ~~consummate~~of ~~the~~approximately ~~Transaction is conditioned upon~~$400, ~~among other things~~000, ~~(i) the~~subject ~~accuracy~~to ofcustomary ~~the parties' representations and warranties as of the~~ post-closing, ~~(ii) the parties' performance, in all material respects, of all covenants, and (iii) the absence of any legal order prohibiting the consummation of the Transaction~~adjustments. ~~There~~Under ~~can be no assurance that~~ the ~~Transaction~~Purchase ~~will~~and ~~close~~Sale inAgreement, the ~~time~~transaction ~~frame~~is ~~expected~~given oreconomic ateffect ~~all.~~as ~~The effective date~~ of ~~the closing will be~~ January 1, 2013 ~~and~~such that all proceeds and certain customary operational costs and expenses attributable to the Assets will be apportioned between ~~the~~this Partnership and Caerus according to such date. Following the closing of the transaction, this Partnership has completely divested its Piceance Basin assets.

Item 9.01. Financial Statements and Exhibits

(b) Pro Forma Financial Information

The unaudited pro forma condensed balance sheet as of March 31, 2013 and the unaudited pro forma condensed statements of operations for the years ended December 31, 2012 and 2011 and for the three month periods ended March 31, 2013 and 2012, as adjusted to reflect the divestiture of the Assets, are furnished as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

(d) Exhibits



Exhibit No.		Description

99.1		Pro Forma Financial Information

SIGNATURE

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.

Date: ~~February~~ 8June 24, 2013

PDC ENERGY, INC. By: /s/ Daniel W. Amidon Daniel W. Amidon General Counsel and Secretary PDC Energy, Inc. Managing General Partner of the Registrant

~~By: /s/~~EXHIBIT ~~Daniel~~INDEX ~~W. Amidon~~

Daniel W. Amidon



Exhibit No.		Description

99.1		Pro Forma Financial Information

General Counsel and Secretary

PDC Energy, Inc.

Managing General Partner of the Registrant

Filing Compare · PDC 2002 C LTD PARTNERSHIP