CONFORMED COPY

QUARTERLY REPORTUNDER SECTION 13 OR 15(d)

OF THE SECURITIESEXCHANGE ACT OF 1934

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly ReportPursuant to Section 13 or 15(d) of

the SecuritiesExchange Act of 1934

For the period ended June 30, 2005

or

[ ] TransitionReport Pursuant to Section 13 of 15(d) of

the SecuritiesExchange Act of 1934

For the transitionperiod from         to

Commission filenumber 000-50227

I.R.S. Employer IdentificationNumber 38-3648762

PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

103 East Main  Street

Bridgeport, WV 26330

Telephone: (304)842-6256

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  Yes  XX       No        

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

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

INDEX

| PART I - FINANCIAL INFORMATION  | Page No.                                                                                                    |
|---------------------------------|-------------------------------------------------------------------------------------------------------------|
|                                 |                                                                                                             |  |  |
| Item 1.1.                       | Financial  Statements                                                                                       |  |
|                                 | Balance Sheets - June 30, 2005 (unaudited) and December 31, 2004                                            |  1 |
|                                 |                                                                                                             |  |  |
|                                 | Statements of Operations -  Three Months and Six Months  Ended June 30, 2005 

and 2004 (unaudited)    |  2 |
|                                 |                                                                                                             |  |  |
|                                 | Statement of Partners' Equity and Comprehensive Income  (Loss) - Six Months Ended June 30, 2005 (unaudited) |  3 |
|                                 |                                                                                                             |  |  |
|                                 | Statements of Cash Flows- Six Months Ended June 30, 2005 and 2004 (unaudited)                               |  4 |
|                                 |                                                                                                             |  |  |
|                                 |                                                                                                             | Notes to Financial Statements (unaudited) |  5 |
|                                 |                                                                                                             |  |  |
| Item 2.                         | Management's Discussion and Analysis of Financial 

Condition and Results of Operations                     |  6 |
|                                 |                                                                                                             |  |  |
| Item 3.                         | Quantitative and Qualitative Disclosure About Market  Risk                                                  |  9 |
|                                 |                                                                                                             |  |
| Item 4.                         | Controls and Procedures                                                                                     | 10 |
|                                 |                                                                                                             |  |  |
| PART II  OTHER INFORMATION |                                                                                                             |
|                                 |                                                                                                             |  |  |
| Item 1.                         | Legal Proceedings                                                                                           | 12 |
|                                 |                                                                                                             |  |  |
| Item 6.                         | Exhibits                                                                                                    | 12 |
|                                 |                                                                                                             |  |  |
|                                 |                                                                                                             |  |  |
|                                 |                                                                                                             |  |  |  |

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Balance Sheets

June 30, 2005 and December 31, 2004

|                                                                                        |                                                        |                           |
|----------------------------------------------------------------------------------------|--------------------------------------------------------|---------------------------|
|       Assets                                             |                                                        |                           |
|                                                                                        | 2005                                                   | 2004                      |
|                                                                                        | (Unaudited)                                            |                           |
|                                                                                        |                                                        |                           |
| Current assets:                                                                        |                                                        |                           |
|  Cash                                                                             | $        3,113 | 1,889                     |
|  Accounts receivable - oil and gas revenues                                       |  374,712                                          |    449,793 |
|           Total  current assets      | 377,825                                                | 451,682                   |
|                                                                                        |                                                        |                           |
| Oil and gas properties, successful efforts method                                      | 12,164,586                                             | 12,164,586                |
|      Less accumulated  depreciation, depletion                |                                                        |                           |
|         and amortization                            |  3,260,738                                        |  2,876,430           |
|                                                                                        |  8,903,848                                        | 9,288,156                 |
|                                                                                        |                                                        |                           |
|                                                                                        | $ 9,281,673                                       | 9,739,838                 |
|                                                                                        |                                                        |                           |
|      Liabilities and  Partners' Equity                        |                                                        |                           |
|                                                                                        |                                                        |                           |
| Current liabilities:                                                                   |                                                        |                           |
|  Accrued expenses                                                                 | $     68,069                  |    95,456  |
|           Total  current liabilities | 68,069                                                 | 95,456                    |
|                                                                                        |                                                        |                           |
| Asset retirement obligations                                                           | 7,206                                                  | 6,996                     |
|                                                                                        |                                                        |                           |
| Partners' Equity                                                                       | 9,206,398                                              | 9,637,386                 |
|                                                                                        |                                                        |                           |
|                                                                                        |                                                        |                           |
|                                                                                        | $9,281,673                                             | 9,739,838                 |

See accompanying notes to financial statements.

-1-

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Statements ofOperations

Three Months and SixMonths ended June 30, 2005 and 2004

(Unaudited)

                                                                                                                                                                                                              

|                                                                                                                                                                                                                                                                                                                                                                                            | Three Months Ended June 30                                 | Six Months Ended  June 30                      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|------------------------------------------------|
|                                                                 |      2005                              |        2004      | 2005 | 2004 |
| Revenues:                                                                                                                                                                                                                                                                                                                                                                                  |                                                            |                                                |  |  |
| Sales of oil and gas                                                                                                                                                                                                                                                                                                                                                                       | $   452,959                                 |    605,329                           |  921,414 | 1,207,398 |
| Interest income                                                                                                                                                                                                                                                                                                                                                                            |       813                    |         222 |        1,222 |           463 |
|                                                                                                                                                                                                                                                                                                                                                                                            | 453,772                                                    | 605,551                                        | 922,636 | 1,207,861 |
| Expenses:                                                                                                                                                                                                                                                                                                                                                                                  |                                                            |                                                |  |  |
| Lifting cost                                                                                                                                                                                                                                                                                                                                                                               | 86,665                                                     | 120,528                                        | 211,997 | 240,790 |
| Direct administration cost                                                                                                                                                                                                                                                                                                                                                                 | 105                                                        | -                          | 210 | 24 |
| Depreciation, depletion, and amortization                                                                                                                                                                                                                                                                                                                                                  | 185,778                                                    | 312,345                                        | 384,308 | 605,416 |
|                                                                                                                                                                                                                                                                                                                                                                                            | 272,548                                                    | 432,873                                        |  596,515 |  846,230 |
|                                                                                                                                                                                                                                                                                                                                                                                            |                                                            |                                                |  |  |
| Net income                                                                                                                                                                                                                                                                                                                                                                                 |  

$  181,224                               |  

 172,678                          |  

 326,121 |  

 361,631 |
|                                                                                                                                                                                                                                                                                                                                                                                            |                                                            |                                                |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                            |                                                            |                                                |  |  |
| Net income per limited partner unit                                                                                                                                                                                                                                                                                                                                                        | $         259 |       248        |         467 |         518 |
|                                                                                                                                                                                                                                                                                                                                                                                            |                                                            |                                                |  |  |

                See accompanying notes to financialstatements.

-2-

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Statement ofPartners' Equity and Comprehensive Income (Loss)

Six months ended June 30, 2005

(Unaudited)

|                                                                                                           | Limited  Partners                                                                                |  Managing

General Partner                                                                              | Accumulated

Other

Comprehensive

Income (loss)                   |  

 

 

Total |
|-----------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------|-------------------------------|
|                                                                                                           |                                                                                                  |                                                                                                              |                                                                    |                               |
| Balance December 31, 2004                                                                                 | $7,748,476                                                                                  | 1,937,120                                                                                               | (48,210)                                                           | 9,637,386                |
|                                                                                                           |                                                                                                  |                                                                                                              |                                                                    |                               |
| Distributions to partners                                                                                 | (598,853)                                                                                        | (149,713)                                                                                                    | -                                              | (748,566)                     |
|                                                                                                           |                                                                                                  |                                                                                                              |                                                                    |                               |
| Comprehensive income:                                                                                     |                                                                                                  |                                                                                                              |                                                                    |                               |
| Net income                                                                                                |  260,897                                                                               | 65,224                                                                                                  | -                                              | 326,121                  |
| Change in fair value of 

  outstanding hedging positions                                       |                                                                                             |                                                                                                         | (33,290)                                                           |                          |
| Less reclassification adjustments   for  settled contracts included in 

  net income |                                                                                             |                                                                                                         |  

  24,747                                    |                          |
| Other comprehensive loss                                                                                  |                                                                                                  |                                                                                                              | (8,543)                                                            |     (8,543)    |
| Comprehensive income                                                                                      |                  |                    |             |   317,578      |
|                                                                                                           |                                                                                                  |                                                                                                              |                                                                    |                               |
| Balance June 30, 2005                                                                                     | $7,410,520                                                                                  | 1,852,631                                                                                               |    (56,753)                                         | 9,206,398                |
|                                                                                                           |                                                                                                  |                                                                                                              |                                                                    |                               |

See accompanyingnotes to financial statements.

-3-

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Statements of CashFlows

Six Months ended June 30, 2005 and 2004

(Unaudited)

|                                                                                                    |         2005 |          2004                 |
|----------------------------------------------------------------------------------------------------|-------------------------------------------------|-----------------------------------------------------------------------|
| Cash flows from operating activities:                                                              |                                                 |                                                                       |
| Net income                                                                                         | $326,121                                   | $361,631                                                         |
| Adjustments to reconcile net income to net cash                                                    |                                                 |                                                                       |
|   provided from operating activities:                                                    |                                                 |                                                                       |
|   Depreciation, depletion and amortization                                               | 384,308                                    | 605,416                                                          |
|   Accretion of asset retirement obligations                                              | 210                                        | -                                            |
|   Changes in operating assets and  liabilities:                                          |                                                 |                                                   |
|   Decrease in accounts receivable - oil and  gas revenues                                | 43,990                                     | 149,134                                                          |
|   Decrease in accounts payable                                                           |    (4,839)                       |        (2,818)                                    |
|          Net  cash provided from operating activities | 749,790                                    | 1,113,363                                                        |
|                                                                                                    |                                                 |                                                                       |
| Cash flows from financing activities:                                                              |                                                 |                                                                       |
|   Distributions to partners                                                              | (748,566)                                       | (1,112,972)                                                           |
|           Net  cash used by financing activities | (748,566)                                       | (1,112,972)                                                           |
|                                                                                                    |                                                 |                                                                       |
| Net increase in cash                                                                               | 1,224                                      | 391                                                              |
| Cash at beginning of period                                                                        |       1,889            |           961  |
| Cash at end of period                                                                              | $     3,113       |        1,352                  |
|                                                                                                    |                                                 |                                                                       |

See accompanying notes to financial statements.

-4-

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Notes to FinancialStatements

(Unaudited)

1.     AccountingPolicies

        Theaccompanying condensed interim financial statements and related disclosures areunaudited and have been prepared pursuant to U.S. generally accepted accountingprinciples for interim financial statements and the rules and regulations ofthe Securities and Exchange Commission (the Commission).  As permitted by theseregulations, certain information and footnote disclosures that would typicallybe required in annual financial statements have been condensed or omitted. However, management believes that these statements reflect all the normalrecurring adjustments necessary for a fair presentation, in all materialrespects, of the results of operations for the periods presented, so that theseinterim financial statements are not misleading.  These condensed financialstatements should be read in conjunction with the financial statements andnotes thereto included in the PDC 2002-B Limited Partnership's (thePartnership) Annual Report on Form 10-K for the year ended December 31, 2004. 

2.     Useof Estimates

        Toprepare financial statements in accordance with generally accepted accountingprinciples, the Partnership's management is required to make estimates andassumptions that affect the reported amounts of assets and liabilities, anddisclosure of contingent assets and liabilities at the date of the financialstatements, and reported amounts of revenues and expenses incurred during thereporting period.  Actual results could differ from those estimates. 

3.     Oiland Gas Properties

 The Partnershipfollows the successful efforts method of accounting for the cost of exploringfor and developing oil and gas reserves.  Under this method, costs ofdevelopment wells, including equipment and intangible drilling costs related toboth producing wells and developmental dry holes, and successful exploratorywells are capitalized and amortized on an annual basis to operations by theunits-of-production method using estimated proved developed reserves determinedat year end by Petroleum Development Corporation's (the Managing GeneralPartner's) petroleum engineers.  If a determination is made that an exploratorywell has not discovered economically producible reserves, then its costs areexpensed as dry hole cost. 

The Partnershipassesses impairment of capitalized costs of proved oil and gas properties bycomparing net capitalized costs to undiscounted future net cash flows on afield-by-field basis using expected prices.  Prices utilized in each year'scalculation for measurement purposes and expected costs are held constantthroughout the estimated life of the properties.  If net capitalized costexceeds undiscounted future net cash flow, the measurement of impairment isbased on estimated fair value which would consider future discounted cashflows.

4.       Revenue Recognition

Sales of natural gas are recognized whennatural gas has been delivered to a custody transfer point, persuasive evidenceof a sales arrangement exists, the rights and responsibility of ownership pass tothe purchaser upon delivery, collection of revenue from the sale is reasonablyassured and the sales price is fixed or determinable.  Natural gas is sold bythe Managing General Partner under contracts with terms ranging from one monthto three years.  Virtually all of the Managing General Partner's contractspricing provisions are tied to a market index, with certain adjustments basedon, among other factors, whether a well delivers to a gathering or transmissionline, quality of natural gas and prevailing supply and demand conditions, sothat the price of the natural gas fluctuates to remain competitive with otheravailable natural gas supplies. As a result, the Partnership's revenues fromthe sale of natural gas will suffer if market prices decline and benefit ifthey increase. The Partnership believes that the pricing provisions of itsnatural gas contracts are customary in the industry.

-5-

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Notes to FinancialStatements

(Unaudited)

The Managing General Partner currentlyuses the "Net-Back" method of accounting for transportation arrangements ofnatural gas sales.  The Managing General Partner sells gas at the wellhead andcollects a price and recognizes revenues based on the wellhead sales pricesince transportation costs downstream of the wellhead are incurred by theManaging General Partner's customers and reflected in the wellhead price.

Sales of oil are recognized whenpersuasive evidence of a sales arrangement exists, the oil is verified asproduced and is delivered in a stock tank, collection of revenue from the saleis reasonably assured and the sales price is determinable.  The Partnership iscurrently able to sell all the oil that it can produce under existing sales contractswith petroleum refiners and marketers.  The Partnership does not refine any ofits oil production.  The Partnership's crude oil production is sold topurchasers at or near the Partnership's wells under short-term purchasecontracts at prices and in accordance with arrangements that are customary inthe oil industry. 

5.     DerivativeFinancial Instruments

The Managing GeneralPartner utilizes commodity based derivative instruments as hedges to manage aportion of the Partnership's exposure to price volatility stemming from naturalgas and oil production. These instruments consist of CIG (Colorado InterstateGas Index) based contracts for Colorado production, and NYMEX (New YorkMercantile Exchange) traded oil futures and option contracts for Colorado oil production.  The costless collars and option contracts hedge committed andanticipated oil and natural gas sales generally forecasted to occur within a 24month period. The Partnership does not hold or issue derivatives for trading orspeculative purposes. 

All derivatives arerecognized on the Partnership's balance sheet at their fair value. On the datethe derivative contract is entered into, the Managing General Partnerdesignates the derivative as a hedge of a forecasted transaction (futureproduction and sales of oil and gas) ("cash flow" hedge), or a non-hedgingderivative. The Managing General Partner formally documents all relationshipsbetween hedging instruments and hedged items, as well as its risk-managementobjective and strategy for undertaking various hedge transactions. This processincludes linking all derivatives that are designated as cash-flow hedges tospecific firm commitments. The Managing General Partner also formally assesses,both at the hedge's inception and on an ongoing basis, whether the derivativesthat are used in hedging transactions are highly effective in offsettingchanges in cash flows of hedged items.  When it is determined that a derivativeis not highly effective as a hedge or that it has ceased to be a highly effectivehedge, the Partnership discontinues hedge accounting prospectively. No hedgingactivities were discontinued during 2005 or 2004.

Changes in fairvalue of a derivative that is highly effective and that is designated andqualifies as a cash-flow hedge are recorded in accumulated other comprehensiveincome, until earnings are affected by the variability in cash flows of thedesignated hedged item. Changes in the fair value of non-hedging derivativesare reported in current-period earnings. The Partnership discontinues hedgeaccounting prospectively when it is determined that the derivative is no longereffective in offsetting changes in the cash flows of the hedged item, thederivative expires or is sold, terminated, or exercised.  Additionally, if thederivative is designated as a hedging instrument, because it is probable that aforecasted transaction will not occur, or the Partnership determines thatdesignation of the derivative as a hedging instrument is no longer appropriate,hedge accounting will be discontinued.

By using derivative financial instrumentsto hedge exposures to changes in commodity prices, the Managing General Partnerexposes the Partnership to credit risk. Credit risk is the failure of thecounterparty to perform under the terms of the derivative contract. When thefair value of a derivative contract is positive, the  counterparty owes thePartnership, which creates credit risk. The Managing General Partner minimizesthe credit risk in derivative instruments by entering into transactions withhigh-quality counterparties.

-6-

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Notes to FinancialStatements

(Unaudited)

 

Item2.          Management's Discussion and Analysis of Financial Condition andResults of Operations

Liquidityand Capital Resources

The Partnership was funded on September 9, 2002 with initial Limited and Additional General Partner contributions of $11,180,426(559.02 units) and the Managing General Partner's cash contribution of$2,431,743 in accordance with the Limited Partnership Agreement.  After paymentof syndication costs of $1,173,945 and a one-time management fee to theManaging General Partner of $279,511 the Partnership had available cash of$12,158,713 for Partnership activities. 

 

The Partnershipbegan exploration and development activities subsequent to the funding of thePartnership and completed well drilling activities by December 31, 2002.  Fourteenwells have been drilled, all of which have been completed as producing wells.  No additional wells will be drilled.

ThePartnership had working capital at June 30, 2005 of $309,756.

Operations areexpected to be conducted with available funds and revenues generated from oiland gas activities.  Under the Limited Partnership Agreement, the Partnershipis not permitted to borrow funds.

Resultsof Operations

 

Three monthsended June 30, 2005 compared with June 30, 2004

 

Oiland gas sales for the three months ended June 30, 2005 were $452,959 comparedto $605,329 for the three months ended June 30, 2004, a decrease of $152,370 or25.2%.  The volume of natural gas sold for the three months ended June 30, 2005, was 58,872 Mcf at an average sales price of $5.77 per Mcf compared to 99,016Mcf at an average price of $4.37 per Mcf for the three months ended June 30, 2004.  The volume of oil sold for the three months ended June 30, 2005 was 2,377 barrels at an average sales price of $47.54 compared to 5,575 barrels at anaverage price of $31.00 for the three months ended June 30, 2004.  The lifting cost for the three months ended June 30, 2005 was $1.19 per Mcfe compared to $0.91 per Mcfe for the three months ended June 30, 2004. This increase is partially attributed to the increase in severance and property taxes along withcosts associated with workovers.  The fixed costs of operations and wellmaintenance are allocated to lower production volumes, therefore increasing thelifting cost per Mcfe.  Depreciation, depletion and amortization for the threemonths ended June 30, 2005 was $185,778 compared to $312,345 for the threemonths ended June 30, 2004.  The Partnership experienced a net income of $181,224and $172,678 and distributed $368,650 and $561,462 to the partners for the threemonths ended June 30, 2005 and 2004, respectively.

 

SixMonths ended June 30, 2005 compared with June 30, 2004

 

Oiland gas sales for the six months ended June 30, 2005 were $921,414 compared to $1,207,398 for the six months ended June 30, 2004, a decrease of $285,984 or 23.7%.  The volume of natural gas sold for the six months ended June 30, 2005, was 123,508 Mcf at an average sales price of $5.70 per Mcf compared to 199,284Mcf at an average price of $4.55 per Mcf for the six months ended June 30, 2004.  The volume of oil sold for the six months ended June 30, 2005 was 4,630 barrels at an average sales price of $47.00 compared to 9,579 barrels at anaverage price of $31.47 for the six months ended June 30, 2004.  The lifting cost for the six months ended June 30, 2005 was $1.40 per Mcfe compared to $.94 perMcfe for the six months ended June 30, 2004.  The increase is partiallyattributed to the increase in severance and property taxes along with costsassociated with workovers.  The fixed costs of operations and well maintenanceare allocated to lower production volumes therefore increasing the lifting costper Mcfe.  Depreciation, depletion and amortization for the six months ended June 30, 2005 was $384,308 compared to $605,416 for the six months ended June 30, 2004.  The Partnership experienced a net income of $326,121 and $361,631 anddistributed $748,566 and $1,112,972 to the partners for the six months ended June 30, 2005 and 2004, respectively.

-7-

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Notes to FinancialStatements

(Unaudited)

The Partnership's revenue from oil and gas will beaffected by changes in prices.  As a result of changes in federal regulations,gas prices are highly dependent on the balance between supply and demand.  ThePartnership's oil and gas sales prices are subject to increase and decreasebased on various market sensitive indices.

CriticalAccounting Policies

Certain accounting policies are very important to theportrayal of the Partnership's financial condition and results of operationsand require management's most subjective or complex judgments.  In applyingthose policies, our management uses its judgment to determine the appropriateassumptions to be used in the determination of certain estimates. Thoseestimates are based on our historical experience, our observance of trends inthe industry, and information available from other outside sources, asappropriate. The Partnership's critical accounting policies and estimates areas follows:

Revenue Recognition.  Sales of natural gas are recognizedwhen natural gas has been delivered to a custody transfer point, persuasiveevidence of a sales arrangement exists, the rights and responsibility ofownership pass to the purchaser upon delivery, collection of revenue from thesale is reasonably assured and the sales price is fixed or determinable. Natural gas is sold by the Managing General Partner under contracts with termsranging from one month to three years.  Virtually all of the Managing GeneralPartner's contracts pricing provisions are tied to a market index, with certainadjustments based on, among other factors, whether a well delivers to agathering or transmission line, quality of natural gas and prevailing supplyand demand conditions, so that the price of the natural gas fluctuates toremain competitive with other available natural gas supplies.  As a result, thePartnership's revenues from the sale of natural gas will suffer if marketprices decline and benefit if they increase. The Partnership believes that thepricing provisions of its natural gas contracts are customary in the industry.

TheManaging General Partner currently uses the "Net-Back" method of accounting fortransportation arrangements of natural gas sales.  The Managing General Partnersells gas at the wellhead and collects a price and recognizes revenues based onthe wellhead sales price since transportation costs downstream of the wellheadare incurred by the Managing General Partner's customers and reflected in thewellhead price.

Salesof 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 ofrevenue from the sale is reasonably assured and the sales price isdeterminable.  The Partnership is currently able to sell all the oil that itcan produce under existing sales contracts with petroleum refiners andmarketers.  The Partnership does not refine any of its oil production.  ThePartnership's crude oil production is sold to purchasers at or near thePartnership's wells under short-term purchase contracts at prices and inaccordance with arrangements that are customary in the oil industry. 

Impairment of Long-Lived Assets The Partnershipassesses impairment of capitalized costs of proved oil and gas properties bycomparing net capitalized costs to undiscounted future cash flows on afield-by-field basis using expected prices. Prices utilized in each year'scalculation for measurement purposes and expected costs are held constantthroughout the life of the properties. If net capitalized costs exceed undiscountedfuture net cash flow, the measurement of impairment is based on estimated fairvalue which would consider future discounted cash flows.

 

 

 

 

 

 

 

-8-

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Notes to FinancialStatements

(Unaudited)

 

Oil and Gas Properties 

Exploration anddevelopment costs are accounted for by the successful efforts method.

Property acquisition costs are capitalized whenincurred.  Geological and geophysical costs and delay rentals are expensed asincurred.  The costs of drilling exploratory wells are capitalized pendingdetermination of whether the wells have discovered economically produciblereserves.  If reserves are not discovered, such costs are expensed as dryholes.  Development costs, including equipment and intangible drilling costsrelated to both producing wells and developmental dry holes are capitalized.

Unproved properties and leases are written-off to expensewhen it is determined that they will expire to be abandoned.

Costs of proved properties, including leaseholdacquisitions, exploration and development costs and equipment, are depreciatedand depleted by the unit-of-production method based on estimated proveddeveloped oil and gas reserves.

Upon sale or retirement of complete fields of depreciableor 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, theproceeds are credited to accumulated depreciation and depletion.

 

RecentlyIssued Accounting Pronouncements

 

AssetRetirement Obligations

On March 30, 2005, the FASB issued FASB Interpretation No. 47, "Accounting forConditional Asset Retirement Obligations" (FIN No. 47).  This interpretationclarifies that the term "conditional asset retirement obligation" as used inStatement No. 143 refers to a legal obligation to perform an asset retirementactivity in which the timing and/or method of settlement are conditional on afuture event that may or may not be within the control of the entity incurringthe obligation.  The obligation to perform the asset retirement activity isunconditional even though uncertainty exists about the timing and/or method ofsettlement.  Thus, the timing and/or method of settlement may be conditional ona future event.  Accordingly, an entity is required to recognize a liabilityfor the fair value of a conditional asset retirement obligation if the fairvalue of the liability can be reasonably estimated.  Uncertainty about thetiming and/or method of settlement of a conditional asset retirement obligationshould be factored into the measurement of the liability, rather than thetiming of recognition of the liability, when sufficient information exists. FIN No. 47 will be effective for the Partnership at the end of the fiscal yearended December 31, 2005. The Partnership has not yet determined the finalimpact on the Partnership's financial position or results of operations of theapplication of FIN No. 47, however the Partnership does expect to record anunfavorable cumulative effect of change in accounting principle within thestatement of operations before year end.  Such effect may be material to thefinancial statements.

-9-

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Notes to FinancialStatements

(Unaudited)

DisclosureRegarding Forward Looking Statements

This Form 10-Q contains "forward-lookingstatements" within the meaning of Section 27A of the Securities Act of 1933, asamended (the "Securities Act"), and Section 21E of the Securities Exchange Actof 1934, as amended (the "Exchange Act"). All statements other than statementsof historical facts included in and incorporated by reference into this Form10-Q are forward-looking statements. These forward-looking statements aresubject to certain risks, trends and uncertainties that could cause actualresults to differ materially from those projected. Among those risks, trendsand uncertainties are the Managing General Partner's estimate of thesufficiency of its existing capital sources, its ability to raise additionalcapital to fund cash requirements for future operations, the uncertaintiesinvolved in estimating quantities of proved oil and natural gas reserves, inprospect development and property acquisitions and in projecting future ratesof production, the timing of development expenditures and drilling of wells,and the operating hazards attendant to the oil and gas business. In particular,careful consideration should be given to cautionary statements made in thevarious reports the Partnership has filed with the Securities and ExchangeCommission. The Partnership undertakes no duty to update or revise theseforward-looking statements. 

Whenused in the Form 10-Q, the words, "expect," "anticipate," "intend," "plan,""believe," "seek," "estimate" and similar expressions are intended to identifyforward-looking statements, although not all forward-looking statements containthese identifying words. Because these forward-looking statements involve risksand uncertainties, actual results could differ materially from those expressedor implied by these forward-looking statements for a number of importantreasons, including those discussed under "Management's Discussions and Analysisof Financial Condition and Results of Operations" and elsewhere in this Form10-Q. 

Item 3.          Quantitative and QualitativeDisclosure About Market Risk

Market-Sensitive Instruments and Risk Management

ThePartnership's primary market risk exposure is commodity price risk.  Thisexposure is discussed in detail below:

Commodity Price Risk

TheManaging General Partner utilizes commodity-based derivative instruments ashedges to manage a portion of its exposure to price risk from its oil andnatural gas sales.  These instruments consist of CIG-based contracts traded byJP Morgan for Colorado production.  These hedging arrangements have the effectof locking in for specified periods (at predetermined prices or ranges ofprices) the prices the Managing General Partner will receive for the volume towhich the hedge relates.  As a result, while these hedging arrangements arestructured to reduce Partnership's exposureto changes in price associated with the hedged commodity, they also limit thebenefit the Partnership might otherwise have received from price changesassociated with the hedged commodity.  The Partnership's policy prohibits theuse of oil and natural gas future and option contracts for speculativepurposes.

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PDC 2002-B LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Notes to FinancialStatements

(Unaudited)

The following tables summarize the open futures andoptions contracts for the Partnership as of June 30, 2005 and June 30, 2004.

|                                                         | Type     | Quantity

Gas-Mmbtu

Oil-Barrels | Weighted  

Average

Price | Total

Contract

Amount   | Fair

Market

Value                                             |
|---------------------------------------------------------|----------|----------------------------------|----------------------------|---------------------------|-----------------------------------------------------------------|
|                                                         |
|                                                    |
| Total Contracts as of June 30, 2005                     |
| Natural  Gas                                            | Floors   | 93,739                           | $  4.27          | -     | $   2,037                                   |
| Natural  Gas                                            | Ceilings | 46,869                           | $  6.83          | -     | $(36,172)                                                       |
| Oil                                                     | Floors   | 2,486                            | $32.30                     | $  80,296       | $         10  |
| Oil                                                     | Ceilings | 1,243                            | $40.00                     | $  49,719       | $(22,628)                                                       |
| Contracts maturing in 12 months following June 30, 2005 |
| Natural  Gas                                            | Floors   | 75,537                           | $  4.22          | -     | $    1,298                             |
| Natural  Gas                                            | Ceilings | 37,768                           | $  6.72          | -     | $(31,344)                                                       |
| Oil                                                     | Floors   | 2,486                            | $32.30                     | $  80,296       | $         10  |
| Oil                                                     | Ceilings | 1,243                            | $40.00                     | $  49,719       | $(22,628)                                                       |
| Prior Year Total Contracts as of June 30, 2004          |
| Natural  Gas                                            | Floors   | 27,099                           | $  3.90          | -     | -                            |
| Natural  Gas                                            | Ceilings | 139,549                          | $  5.01          | -     | $(62,880)                                                       |
| Oil                                                     | Sales    | 4,170                            | $31.63                     | $131,886                  | $(22,940)                                                       |

The maximum term over which the Partnership is hedgingexposure to the variability of cash flows for commodity price risk is 16 months.                

Disclosure of Limitations

As the information above incorporates only thoseexposures that exist at June 30, 2005, it does not consider those exposures orpositions which could arise after that date. As a result, the Partnership'sultimate realized gain or loss with respect to commodity price fluctuationswill depend on the exposures that arise during the period, the Partnership'shedging strategies at the time and commodity prices at the time.

Item 4.          Controls and Procedures

Under the supervision and with the participation of theManaging General Partner's management, including the Managing General Partner'sChief Executive Officer and Chief Financial Officer, the Managing GeneralPartner has evaluated the effectiveness of the design and operation of itsdisclosure controls and procedures (as defined in Exchange 

Act Rule 13a-15(e)) as of the end of this fiscal quarter,and, based on their evaluation, the Chief Executive Officer and Chief FinancialOfficer have concluded that these disclosure controls and procedures areeffective in all material respects, including those to ensure that informationrequired to be disclosed in reports filed or submitted under the SecuritiesExchange Act is recorded, processed, summarized, and reported, within the timeperiods specified in the Commission's rules and forms, and is accumulated andcommunicated to management, including the Managing General Partner's ChiefExecutive Officer and Chief Financial Officer, as appropriate to allow fortimely disclosure. There have been no significant changes in our internalcontrol over financial reporting or in other factors that have materiallyaffected or are reasonably likely to materially affect these controls thatoccurred during the Partnership's last fiscal quarter and subsequent to the dateof their evaluation.

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CONFORMED COPY

PART II - OTHERINFORMATION

Item 1           LegalProceedings

                     None.

Item 6.           Exhibits 

| Exhibit Name                                                                                                                                                                                                                                    | Exhibit 

Number |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|
|                                                                                                                                                                                                                                                 |                  |
| Rule  13a-14(a)/15d-14(a) Certifications by

 Chief  Executive Officer                                                                                                                                                                     | 31               |
| Rule  13a-14(a)/15d-14(a) Certification by

 Chief  Financial Officer                                                                                                                                                                      | 31               |
| 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 | 32               |
|                                                                                                                                                                                                                                                 |                  |
|                                                                                                                                                                                                                                                 |                  |

                                                                                         SIGNATURES

     Pursuant to the requirements of the SecuritiesExchange Act of 1934 the registrant has duly caused this report to be signed onits behalf by the undersigned thereunto duly authorized.

|                           | PDC 2002-B Limited Partnership

       (Registrant)

  By its Managing General Partner

Petroleum Development Corporation                             |
|---------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |                                                                                                                                                                                |
|                           |                                                                                                                                                                                     |
| Date:  July 22, 2005 |   /s/ Steven R. Williams        

      Steven R. Williams

      Chief Executive Officer |
|                           |                                                                                                                                                                                     |
|                           |                                                                                                                                                                                     |
| Date: July 22, 2005       |   /s/ Darwin L. Stump    

      Darwin L. Stump

      Chief Financial Officer                               |

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