Exhibit 10.2





Wells Ranch #42-6


Lease No. 688000





ASSIGNMENT OF WORKING INTEREST





This Assignment made this 2nd day of May 2004 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to PDC 2004-A, Limited Partnership, (herein called "Assignee");





WITNESSETH





Assignor, for the sum of One Dollar ($1.00) and other valuable consideration, the receipt of which is hereby acknowledged, does by these presents GRANT, BARGAIN, SELL, EXCHANGE, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee all of the following:





1.     The specific undivided Interest shown In Exhibit A in respect of each of the oil and gas leases shown in Exhibit A, but only to the extent such leases cover lands and depths necessary for production of the specific oft and gas well identified In Exhibit A. This is intended to be a "wellbore assignment."
Assignee shall be entitled to receive that share of production from the well Identified in Exhibit A which is attributable to the undivided Interest here being assigned, but the Assignee shall have, as a result of this Assignment, no Interest whatsoever in any other oil and gas well, whether now existing or hereafter drilled, which may be located on the lands described in Exhibit A or on any land pooled therewith. Assignor expressly excepts from this Assignment and reserves to itself, its successors and assigns,
the remainder of the lease and the leasehold oil and gas estate, including (without limitation) the right to produce other wells which are or may be located on the lands described In Exhibit A and lands pooled therewith, without the obligation to account to Assignee for any such other production.





2.     The specific undivided interest shown in Exhibit A In all valid unitization, pooling, operating and communitization agreements, declarations and orders Involving the leasehold interests here being assigned, but only to the extent that such agreements, declarations and orders relate to the well specifically
identified in Exhibit A and in all other respects limited to the manner as set forth in Paragraph 1, above.





3.     The specific undivided interest shown In Exhibit A in all valid oil and gas sales, purchase, exchange and processing contracts, but only to the extent that such contracts relate to the well specifically identified in Exhibit A and in all other respects limited in the manner set forth In Paragraph 1, above.





4.     The specific undivided interest shown in Exhibit A In all personal property, improvements, lease and well equipment, easements, permits, licenses, servitudes and rights-of-way now owned by Assignor and being used in connection with The operation of the well specifically identified in Exhibit A orin
connection with the production, treating, storing, transportation or marketing of oil, gas and other minerals from that well, but in all respects limited in the manner set forth in Paragraph 1, above.





TO HAVE AND TO HOLD the interests described unto Assignee, its successors and assigns, forever.





This Assignment is made without warranties of any type (whether of title, merchantability or fitness for a particular use), either express or implied, but is made with full substitution of Assignee In all covenants and warranties previously given or made by others, but only to the extent of the interests here assigned. Assignor does, however,
expressly intend that this Assignment convey any title that Assignor may hereafter acquire to the extent that such after-acquired title may be necessary to fulfill the interests herein assigned.





Assignee shall bear its proportionate share of all burdens on production now of record and hereby assumes its proportionate share of all other obligations that relate to the well specifically identified in Exhibit A and the production therefrom.





Both Assignor and Assignee hereby agree to execute and deliver such additional instruments, notices, division orders, transfer orders and other documents as may reasonably be requested by the other, and to do such other acts and things, as may be necessary or convenient to accomplish this Assignment in the manner and to the extent described
in Paragraph 1, above.





Wells Ranch #42-5


Lease No. 669000





IN WITNESS WHEREOF. Petroleum Development Corporation has executed and delivered this instrument, with the intention that it shall be effective as of the date of first production from the well specifically identified in Exhibit A.





PETROLEUM DEVELOPMENT CORPORATIONA Nevada CorporationBY:
/s/ William D. GainorWilliam D. GainorLand Manager








STATE OF WEST VIRGINIA

))
TO-WIT:COUNTY OF HARRISON

)





The foregoing instrument was acknowledged before me this 6th day of May 2004 by William D. Galnor, Land Manager of Petroleum Development Corporation, a Nevada Corporation, for and on behalf of the Corporation.
He executed the foregoing for the purposes therein contained.





OFFICIAL SEAL

/s/ Rita A. ClarkNotary Public, State of West Virginia

Rita A. ClarkRITA A. CLARK

NotaryPublic -
State of West VirginiaPetroleum Development Corporation


County of Harrison103 East Main Street, Box 26

My Commission expires: June 2, 2009Bridgeport, WV 26330My commission expires June 2, 2009





This instrument was prepared by:





Petroleum Development Corporation


103 East Main Street


P. O. Box 26


Bridgeport, WV 26330


Ph: 1-800-624-3821 or 304-842-6256





Wells Ranch 42-5


Lease No. 688000





AMENDMENT TO


ASSIGNMENT OF WORKING INTEREST





THIS AMENDMENT TO ASSIGNMENT OF WORKING INTEREST is made March 2, 2006 between Petroleum Development Corporation, a Nevada corporation, and PDC 2004-A Limited Partnership, a West Virginia limited partnership whose address is P. O. Box 26, Bridgeport, West Virginia 26330.





1.     Background. By this instrument, the parties correct and amend the Assignment of Working Interest (the "Original Assignment"), dated May 2, 2004 and recorded as Instrument No. 3220266 in the real property records of Weld County, Colorado.





2.    Amendment. Petroleum Development Corporation and PDC 2004-A Limited Partnership hereby amend the Original Assignment by deleting in its entirely the Exhibit A that is attached to the Original Assignment and replacing it with the Exhibit A that is attached to this instrument. All other provisions of the Original
Assignment are unchanged.





3.    Effective Date. The parties intend that this amendment be deemed effective at the effective date of the Original Assignment, just as if the Exhibit A that is attached to this instrument had originally been attached to the Original Assignment.





IN WITNESS WHEREOF, this instrument has been executed by the parties.





PDC 2004-A LIMITED PARTNERSHIPBy:
Petroleum Development CorporationBy:
/s/ Ersel E. Morgan, JrErsel E. Morgan, Jr. asVice President





STATE OF WEST VIRGINIA

§§
ssCOUNTY OF HARRISON

§





The foregoing  instrument was acknowledged before me this 5th day of April, 2006, by Ersel E.
Morgan, as Vice President of Petroleum Development Corporation, the Managing General Partner of PDC 2004-A Limited Partnership, a West Virginia limited partnership.





Witness my hand and official seal.





OFFICIAL SEAL

/s/ Rita A. ClarkNotary Public, State of West Virginia

Rita A. Clark as Notary PublicRITA A. CLARK

Harrison County, West VirginiaPetroleum Development Corporation103 East Main Street, Box 26

My Commission expires: June 2, 2009Bridgeport, WV 26330My commission expires June 2, 2009







EXHIBIT "A”


AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP








WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 42-5
Anadarko E & P Co., LP and Anadarko Land Corp.
12-18-2002
3040480
T5N, R63W Sec. 5: SE4NE4
Weld
Colorado
0.7998344
688000





EXHIBIT "A"


AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP








WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.State 21-4
State of Colorado
06-01-1981
2153523
T5N, R63W Sec. 4: NE4NW4
Weld
Colorado
0.999793
678900





EXHIBIT "A"


AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP








WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 32-5
Anadarko E & P Co. and Anadarko Land Corp.
12-18-2002
3040480
T5N, R63W Sec. 5: SW4NE4
Weld
Colorado
0.7998344
688000





EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 41-5
Anadarko E & P Co. and Anadarko Land Corp.
12-18-2002
3040480
T5N, R63W Sec. 5: NE4NE4
Weld
Colorado
0.7998344
688000

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.State 13-4
State of Colorado
06-01-1981
2153523
T5N, R63W Sec. 4: NW4SW4
Weld
Colorado
0.999793
679300

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.State 23-4
State of Colorado
06-01-1981
2153523
T5N, R63W Sec. 4: NE4SW4
Weld
Colorado
0.999793
679300

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 32-2
Wells Ranch
02-20-2004
3162341
T5N, R63W Sec. 2: SW4NE4
Weld
Colorado
0.999793
687600

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Cattleman 24-31D
Farr Farms Company
11-18-1981
1876411
T6N, R64W Sec. 31: SE4SW4
Weld
Colorado
0.999793
639700

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 12-3
Anadarko E & P Co. and Anadarko Land Corp,
11-28-2002
3030427
T5N, R63W Sec. 3: SW4NW4
Weld
Colorado
0.7998344
691100

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Cattleman 14-31D
Farr Farms Company
11-18-1981
1876411
T6N, R64W Sec. 31: SW4SW4
Weld
Colorado
0.999793
639700

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 21-3
Anadarko E & P Co. and Anadarko Land Corp.
11-28-2002
3030427
T5N, R63W Sec. 3: NE4NW4
Weld
Colorado
0.7998344
691100

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 41-3
Anadarko E & P Co. and Anadarko Land Corp.
11-28-2002
3030427
T5N, R63W Sec. 3: NE4NE4
Weld
Colorado
0.7998344
691100

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Cattleman 23-31D
Farr Farms Company
11-18-1981
1876411
T6N, R64W Sec. 31: NE4SW4
Weld
Colorado
0.999793
639700

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 13-11
Anadarko E & P Company
05-05-2003
3158654
T5N, R63W Sec. 11: NW4SW4
Weld
Colorado
0.7998344
688200

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 24-11
Anadarko E & P Co.
05-05-2003
3158654
T5N, R63W Sec. 11: SE4SW4
Weld
Colorado
0.7998344
688200

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Cattleman 13-31D
Farr Farms Company
11-18-1981
1876411
T6N, R64W Sec. 31: NW4SW4
Weld
Colorado
0.999793
639700

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 14-11
Anadarko E & P Co. and Anadarko Land Corp.
05-05-2003
3158654
T5N, R63W Sec. 11: SW4SW4
Weld
Colorado
0.7998344
688200

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 24-1
Anadarko E & P Co. and Anadarko Land Corp.
10-03-2003
3230201
T5N, R63W Sec. 1: SESW
Weld
Colorado
0.799S344
691000

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 24-33
Anadarko E & P Co. and Anadarko Land Corp.
12-23-2002
3225680
T6N, R63W Sec. 33: SESW
Weld
Colorado
0.7998344
688400

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 23-1
Anadarko E & P Co. and Anadarko Land Corp.
10-03-2003
3230201
T5N, R63W Sec. 1: NE4SW4
Weld
Colorado
0.7998344
691000

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 23-34
Wells Ranch
03-23-1988
2136098
T6N, R63W Sec. 34: NESW
Weld
Colorado
0.999793
651500

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 23-33
Anadarko E & P Co. and Anadarko Land Corp.
12-23-2002
3225680
T6N,R63WSec. 33:NESW
Weld
Colorado
0.7998344
688400

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 24-34
Wells Ranch
03-23-1988
2136098
T6N, R63W Sec. 34: SESW
Weld
Colorado
0.999793
651500

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 13-33
Anadarko E & P Co. and Anadarko Land Corp.
12-23-2002
3225680
T6N, R63W Sec. 33: NWSW
Weld
Colorado
0.7998344
688400

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 34-34
Wells Ranch
03-23-1988
2136098
T6N, R63W Sec. 34: SW4SE4
Weld
Colorado
0.999793
651500

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 33-34
Wells Ranch
03-23-1988
2136098
T6N, R63W Sec. 34: NW4SE4
Weld
Colorado
0.999793
651500

Chevron Texaco#24C-12D
Lease No. 691300

ASSIGNMENT OF WORKING INTEREST

This Assignment made this 13th day of May, 2004 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor"} to PDC 2004-A, Limited Partnership, (herein called "Assignee");

WITNESSETH

Assignor, for the sum of One Dollar ($1.00) and other valuable consideration, the receipt of which is hereby acknowledged, does by these presents GRANT, BARGAIN, SELL, EXCHANGE, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee all of the following:

1.   The specific undivided interest shown In Exhibit A in respect of each of the oil and gas leases shown in Exhibit A, but only to the extent such leases cover lands and depths necessary for production of the specific oil and gas well identified in Exhibit A. This is intended to be a "wellborn assignment."
Assignee shall be entitled to receive that share of production from the well identified in Exhibit A which is attributable to the undivided interest here being assigned, but the Assignee shall have, as a result of this Assignment, no interest whatsoever in any other oil and gas well, whether now existing or hereafter drilled, which may be located on the lands described in Exhibit A or on any land pooled therewith. Assignor expressly excepts from this Assignment and reserves to itself, its successors and assigns,
the remainder of the lease and the leasehold oil and gas estate, including (without limitation) the right to produce other wells which are or may be located on the lands described in Exhibit A and lands pooled therewith, without the obligation to account to Assignee for any such other production.

2.  The specific undivided interest shown in Exhibit A in all valid unitization, pooling, operating and communitization agreements, declarations and orders involving the leasehold interests here being assigned, but only to the extent that such agreements, declarations and orders relate to the well specifically
Identified In Exhibit A and In all other respects limited to the manner as set forth in Paragraph 1,above.

3.  The specific undivided interest shown in Exhibit A in all valid oil and gas sales, purchase, exchange and processing contracts, but only to the extent that such contracts relate to the well specifically identified in Exhibit A and in all other respects limited in the manner set forth in Paragraph 1, above.

4. The specific undivided interest shown in Exhibit A in all personal property, improvements, lease and well equipment, easements, permits, licenses, servitudes and rights-of-way now owned by Assignor and being used in connection with the operation of the well specifically identified in Exhibit A or In connection
with the production, treating, storing, transportation or marketing of oil, gas and other minerals from that well, but in all respects limited in the manner set forth In Paragraph 1, above.

TO HAVE AND TO HOLD the interests described unto Assignee, its successors and assigns, forever.

This Assignment is made without warranties of any type (whether of title, merchantability or fitness for a particular use), either express or implied, but is made with full substitution of Assignee in all covenants and warranties previously given or made by others, but only to the extent of the interests here assigned.
Assignor does, however, expressly intend that this Assignment convey any title that Assignor may hereafter acquire to the extent that such after-acquired title may be necessary to fulfill the interests herein assigned.

Assignee shall bear its proportionate share of all burdens on production now of record and hereby assumes its proportionate share of all other obligations that relate to the well specifically identified In Exhibit A and the production therefrom.

Both Assignor and Assignee hereby agree to execute and deliver such additional instruments, notices, division orders, transfer orders and other documents as may reasonably be requested by the other, and to do such other acts and things, as may be necessary or convenient to accomplish this Assignment in the manner and
to the extent described in Paragraph 1, above.

Chevron Texaco #24C-12D
Lease No. 691300

IN WITNESS WHEREOF, Petroleum Development Corporation hag executed and delivered this instrument, with the intention that it shall be effective as of the date of first production from the well specifically identified in Exhibit A.

PETROLEUM DEVELOPMENT CORPORATIONA Nevada CorporationBY:
/s/ William D. GainorWilliam D. GainorLand Manager


STATE OF WEST VIRGINIA

))
TO-WIT:COUNTY OF HARRISON

)

The foregoing Instrument was acknowledged before me this 13th day of May 2004 by William D. Gainor, Land
Manager of Petroleum Development Corporation, a Nevada Corporation, for and on behalf of the Corporation. He executed the foregoing for the purposes therein contained.

OFFICIAL SEAL

/s/ Rita A. ClarkNotary Public, State of West Virginia

Rita A. ClarkRITA A. CLARK

Notary Public -
State of West VirginiaPetroleum Development Corporation


County of Harrison103 East Main Street, Box 26

My Commission expires: June 2, 2009Bridgeport, WV 26330My commission expires June 2, 2009

This Instrument was prepared by:

Petroleum Development Corporation
103 East Main Street
P. O. Box 26
Bridgeport, WV 26330
Ph: 1-800-624-3621 or 304-842-6256

Chevron Texaco 24C-12D
Lease No. 691300

AMENDED ASSIGNMENT OF WORKING INTEREST

This Amended Assignment of Working Interest made March 2, 2006,2006 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to PDC 2004-A, Limited Partnership,(herein called "Assignee");

WHEREAS:Petroleum Development Corporation has made two separate Assignments of Working Interest to the PDC 2004-A Limited Partnership as set forth below:

a.
Assignment of Working Interest dated May 13, 2004 and recorded as Instrument No. 661507 in the real property records of Garfield County, Colorado.

b.
Assignment of Working Interest dated December 8, 2004 and recorded as Instrument No. 665532 in the real property records of Garfield County, Colorado.

WHEREAS:It is the intent of this Amended Assignment of Working Interest that Petroleum Development Corporation correct, replace and supercede any past Assignments of Working Interest to the PDC 2004-A Limited
Partnership in relation to wells and interests listed on the respective Exhibit A's to the assignments.

NOW THEREFORE:Petroleum Development Corporation hereby replaces, in their entirety, the above listed Assignments of Working Interest and replaces both instruments with this Amended Assignment of Working Interest
as set forth by the terms and conditions listed below.

3.   Effective Date. The parlies intend that this amendment be deemed effective at the effective date of the Original Assignment, just as if the Exhibit A that is attached to this instrument had originally been attached to the Original Assignment.

IN WITNESS WHEREOF, this instrument has been executed by the parties.

PDC 2004-A LIMITED PARTNERSHIPBy:
Petroleum Development CorporationBy:
/s/ Ersel E. Morgan, JrErsel E. Morgan, Jr as Vice President

STATE OF WEST VIRGINIA

§§
ss.COUNTY OF HARRISON

§

The  foregoing  instrument was  acknowledged before  me  this 5th day
of April 2006, by Ersel E. Morgan, as Vice President of Petroleum Development Corporation, the Managing General Partner of PDC 2004-A Limited Partnership, a West Virginia limited partnership.

Witness my hand and official seal.

/s/ Rita A. ClarkRita A. Clark as Notary PublicHarrison County, West VirginiaMy Commission expires: June 2, 2009

EXHIBIT "A"
AMENDED ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Chevron Texaco 24C-12D
Chevron USA, Inc.
05-12-2002
614407
T6S, R97W Sec. 12: SE4SW4
Garfield
Colorado
0.199793
691300

EXHIBIT WA"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Puckett 238-25
Puckett Land Company
11-15-1999
586562
T6S, R97W Sec. 25: SE4SW4
Garfield
Colorado
0.999793
636800


EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Puckett 11C-17D
Puckett Land Company
11-15-1999
556562
T7S, R96W Sec. 17: NW4NW4
Garfield
Colorado
0.999793
636800

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Puckett 21C-25
Puckett Land Company
11-15-1999
556562
T6S, R97W Sec. 25: NE4NW4
Garfield
Colorado
0.999793
636800

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR, OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Puckett 21C-17D
Puckett Land Company
11-15-1999
556562
T7S, R96W Sec. 17: NE4NW4
Garfield
Colorado
0.999793
636800


EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR. OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Puckett 33C-25
Puckett Land Company
11-15-1999
556562
T6S, R97W Sec. 25: NW4SE4
Garfield
Colorado
0.999793
636800

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Puckett 22C-17D
Puckett Land Company
11-15-1999
556562
T7S, R96W Sec. 17: SE4NW4
Weld
Colorado
0.999793
636800

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Puckett 22B-1
Puckett Land Company
11-15-1999
556562
T7S, R97W Sec 1: SE4NW4
Garfield
Colorado
0.999793
636800

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Puckett 34C-25
Puckett Land Company
11-15-1999
556562
T6S,R97W Sec 25:SWSE
Garfield
Colorado
0.999793
636800

EXHIBIT "A"
AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Puckett 31-36
Puckett Land Company
11-15-1999
556562
T6S, R97W Sec 36: NW4NE4
Garfield
Colorado
0.999793
636800

EXHIBIT "A"
AMENDED ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP


WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Puckett 43C-25
Puckett Land Company
11-15-1999
556562
T6S, 97W, Sec 25: NESE
Garfield
Colorado
0.99793
636800