UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D. C.  20549





FORM
10-Q





x Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934


For
the quarterly period ended September 30, 2008





OR





o Transition Report
Pursuant to Section 13 of 15(d) of the Securities Exchange Act of
1934


For the
transition period from   to





Commission
File Number 000-53201








ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(Exact name of registrant as specified
in its charter)


West
      Virginia
              20-0208835(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)


120
Genesis Boulevard


Bridgeport,
West Virginia  26330


(Address
of principal executive offices and zip code)





(304)
842-3597


(Registrant's
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes x     
No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
"accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange
Act.





Large
      accelerated filer o
              Accelerated
      filer oNon-accelerated
      filer o
              Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).





Yes o     No
x







At
October 31, 2008, the Partnership had 4,470 Investor Partner units
outstanding.














ROCKIES
REGION 2007 LIMITED PARTNERSHIP








TABLEOF CONTENTS





PART
      I – FINANCIAL INFORMATIONItem
      1.
                  
                  Unaudited Condensed Financial StatementsBalance Sheets
                  3Statements of Operations
                  4Statement of Cash Flows
                  5Notes to Financial Statements
                  6Supplemental Oil and Gas Information
                  13Item
      2.
                  
                  Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                  16Item
      3.
                  
                  Quantitative and Qualitative Disclosures About Market
      Risk
                  23Item
      4T
                  
                  Controls and Procedures
                  25PART
      II – OTHER INFORMATIONItem
      1.
                  
                  Legal Proceedings
                  27Item
      1A.
                  
                  Risk Factors
                  28Item
      2.
                  
                  Unregistered Sales of Equity Securities and Use of
      Proceeds
                  29Item
      3.
                  
                  Defaults Upon Senior Securities
                  29Item
      4.
                  
                  Submission of Matters to a Vote of Security
      Holders
                  29Item
      5.
                  
                  Other Information
                  29Item
      6.
                  
                  Exhibits
                  29SIGNATURES
                  30


2
 Table of Contents




PART1 - FINANCIAL INFORMATION





Item
      1.
            Unaudited
      Condensed Financial Statements





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


Condensed
Balance Sheets


(Unaudited)


September
      30,
                  
                  
                  December
      31,2008
                  
                  
                  
                  2007*AssetsCurrent
      assets:Cash
      and cash equivalents
                  
                  $
                  1,341,328
                  
                  
                  $
                  783,845Accounts
      receivable - oil and gas sales
                  
                  
                  19,767,191
                  
                  
                  
                  1,160,201Interest
      receivable
                  
                  
                  -
                  
                  
                  
                  531,867Oil
      inventory
                  
                  
                  34,154
                  
                  
                  
                  -Due
      from Managing General Partner - derivatives
                  
                  
                  4,040,326
                  
                  
                  
                  -Total
      current assets
                  
                  
                  25,182,999
                  
                  
                  
                  2,475,913Oil
      and gas properties, successful efforts method
                  
                  
                  113,082,529
                  
                  
                  
                  10,373,394Wells
      in progress
                  
                  
                  337,848
                  
                  
                  
                  40,286,695Drilling
      advances to Managing General Partner
                  
                  
                  4,618,801
                  
                  
                  
                  67,045,826Oil
      and gas properties, at cost
                  
                  
                  118,039,178
                  
                  
                  
                  117,705,915Less
      accumulated depreciation, depletion and amortization
                  
                  
                  (9,763,524
                  )
                  
                  
                  (464,341
                  )Oil
      and gas properties, net
                  
                  
                  108,275,654
                  
                  
                  
                  117,241,574Due
      from Managing General Partner-Derivatives
                  
                  
                  500,436
                  
                  
                  
                  -Total
      Assets
                  
                  $
                  133,959,089
                  
                  
                  $
                  119,717,487Liabilities
      and Partners' EquityCurrent
      liabilities:Production
      taxes payable
                  
                  $
                  1,529,666
                  
                  
                  $
                  87,479Due
      to Managing General Partner-derivatives
                  
                  
                  -
                  
                  
                  
                  319,365Due
      to Managing General Partner-other
                  
                  
                  2,788,187
                  
                  
                  
                  29,995Total
      current liabilities
                  
                  
                  4,317,853
                  
                  
                  
                  436,839Asset
      retirement obligations
                  
                  
                  403,791
                  
                  
                  
                  55,643Total
      liabilities
                  
                  
                  4,721,644
                  
                  
                  
                  492,482Commitments
      and contingenciesPartners'
      equity:Managing
      General Partner
                  
                  
                  42,946,216
                  
                  
                  
                  39,242,116Investor
      Partners - 4,470 units issued and outstanding
                  
                  
                  86,291,229
                  
                  
                  
                  79,982,889Total
      Partners' Equity
                  
                  
                  129,237,445
                  
                  
                  
                  119,225,005Total
      Liabilities and Partners' Equity
                  
                  $
                  133,959,089
                  
                  
                  $
                  119,717,487




__________


*Derived
from audited 2007 balance sheet.


See
accompanying notes to unaudited condensed financial statements.





3
 Table of Contents





ROCKIESREGION 2007 LIMITED PARTNERSHIP


Condensed
Statements of Operations


(Unaudited)





Three
      months ended September 30,
                    
                    
                    Nine
      months ended September 30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Revenues:Oil
      and gas sales
                    
                    $
                    17,786,256
                    
                    
                    $
                    -
                    
                    
                    $
                    35,482,979
                    
                    
                    $
                    -Oil
      and gas price risk management gain, net
                    
                    
                    28,569,002
                    
                    
                    
                    -
                    
                    
                    
                    1,997,522
                    
                    
                    
                    -Total
      revenues
                    
                    
                    46,355,258
                    
                    
                    
                    -
                    
                    
                    
                    37,480,501
                    
                    
                    
                    -Operating
      costs and expenses:Production
      and operating costs
                    
                    
                    2,334,959
                    
                    
                    
                    -
                    
                    
                    
                    4,517,208
                    
                    
                    
                    -Direct
      costs - general and administrative
                    
                    
                    118,067
                    
                    
                    
                    -
                    
                    
                    
                    377,891
                    
                    
                    
                    -Management
      fee
                    
                    
                    -
                    
                    
                    
                    1,341,043
                    
                    
                    
                    -
                    
                    
                    
                    1,341,043Depreciation,
      depletion and amortization
                    
                    
                    5,205,649
                    
                    
                    
                    -
                    
                    
                    
                    9,299,183
                    
                    
                    
                    -Accretion
      of asset retirement obligations
                    
                    
                    6,556
                    
                    
                    
                    -
                    
                    
                    
                    14,885
                    
                    
                    
                    -Total
      operating costs and expenses
                    
                    
                    7,665,231
                    
                    
                    
                    1,341,043
                    
                    
                    
                    14,209,167
                    
                    
                    
                    1,341,043-Income
      (loss) from operations
                    
                    
                    38,690,027
                    
                    
                    
                    (1,341,043
                    )
                    
                    
                    23,271,334
                    
                    
                    
                    (1,341,043
                    )Interest
      income
                    
                    
                    12,758
                    
                    
                    
                    444,499
                    
                    
                    
                    88,392
                    
                    
                    
                    444,499-Net
      income (loss)
                    
                    $
                    38,702,785
                    
                    
                    $
                    (896,544
                    )
                    
                    $
                    23,359,726
                    
                    
                    $
                    (896,544
                    )-Net
      income (loss) allocated to partners
                    
                    $
                    38,702,785
                    
                    
                    $
                    (896,544
                    )
                    
                    $
                    23,359,726
                    
                    
                    $
                    (896,544
                    )Less
      Managing General Partner's interest in net income
                    
                    
                    14,320,030
                    
                    
                    
                    164,465
                    
                    
                    
                    8,643,098
                    
                    
                    
                    164,465Net
      income (loss) allocated to Investor Partners
                    
                    $
                    24,382,755
                    
                    
                    $
                    (1,061,009
                    )
                    
                    $
                    14,716,628
                    
                    
                    $
                    (1,061,009
                    )-Net
      income (loss) per Investor Partner unit
                    
                    $
                    5,455
                    
                    
                    $
                    (237
                    )
                    
                    $
                    3,292
                    
                    
                    $
                    (237
                    )Investor
      Partner units outstanding
                    
                    
                    4,470
                    
                    
                    
                    4,470
                    
                    
                    
                    4,470
                    
                    
                    
                    4,470







See
accompanying notes to unaudited condensed financial statements.





4
 Table of Contents




ROCKIESREGION 2007 LIMITED PARTNERSHIP


Condensed
Statement of Cash Flows


(Unaudited)







Nine
      months ended September 30,2008
                    
                    
                    2007Cash
      flows from operating activities:Net
      income (loss)
                    
                    $
                    23,359,726
                    
                    
                    $
                    (896,544
                    )Adjustments
      to reconcile net income (loss) to net cash provided by (used in) operating
      activities:Depreciation,
      depletion and amortization
                    
                    
                    9,299,183
                    
                    
                    
                    -Accretion
      of asset retirement obligations
                    
                    
                    14,885
                    
                    
                    
                    -Unrealized
      gain on derivative transactions
                    
                    
                    (4,860,127
                    )
                    
                    
                    -Changes
      in operating assets and liabilities:
                    
                    
                    
                    
                    
                    
                    -Accounts
      receivable - oil and gas sales
                    
                    
                    (18,606,990
                    )
                    
                    
                    -Interest
      receivable
                    
                    
                    531,867
                    
                    
                    
                    (444,499
                    )Oil
      inventory
                    
                    
                    (34,154
                    )
                    
                    
                    -Production
      taxes payable
                    
                    
                    1,442,187
                    
                    
                    
                    -Due
      to Managing General Partner - other
                    
                    
                    2,758,192
                    
                    
                    
                    (3,000
                    )Net
      cash provided by (used in) operating activities
                    
                    
                    13,904,769
                    
                    
                    
                    (1,344,043
                    )Cash
      flows from investing activities:Capital
      expenditures for oil and gas properties
                    
                    
                    -
                    
                    
                    
                    (11,647,906
                    )Net
      cash used in investing activities
                    
                    
                    -
                    
                    
                    
                    (11,647,906
                    )Cash
      flows from financing activities:Investor
      Partners' contribution
                    
                    
                    -
                    
                    
                    
                    89,602,885Managing
      General Partner's contribution
                    
                    
                    -
                    
                    
                    
                    20,000,000Syndication
      costs paid
                    
                    
                    -
                    
                    
                    
                    (9,160,288
                    )Distributions
      to Partners
                    
                    
                    (13,347,286
                    )
                    
                    
                    -Net
      cash (used in) provided by financing activities
                    
                    
                    (13,347,286
                    )
                    
                    
                    100,442,597Net
      increase in cash and cash equivalents
                    
                    
                    557,483
                    
                    
                    
                    87,450,648Cash
      and cash equivalents, beginning of period
                    
                    
                    783,845
                    
                    
                    
                    -Cash
      and cash equivalents, end of period
                    
                    $
                    1,341,328
                    
                    
                    $
                    87,450,648Supplemental
      disclosure of non-cash investing activity:Asset
      retirement obligation, with corresponding increase to oil and gas
      properties
                    
                    $
                    333,263
                    
                    
                    $
                    -







See
accompanying notes to unaudited condensed financial statements.




5
 Table of Contents





ROCKIESREGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS


September
30, 2008





(1)       
   GENERAL AND BASIS OF
PRESENTATION





The
Rockies Region 2007 Limited Partnership (the “Partnership” or the “Registrant”)
was organized as a limited partnership on May 22, 2007, in accordance with the
laws of the State of West Virginia for the purpose of engaging in the
exploration and development of oil and natural gas properties.  Upon
completion of a private placement of its securities, the Partnership was funded
and commenced business activities on August 31, 2007.





Purchasers
of the Partnership’s units subscribed to and fully paid for 38.5 units of
limited partner interests and 4,431.5 units of additional general partner
interests at $20,000 per unit. Upon completion of the drilling phase of the
Partnership's wells, all additional general partners units will be converted
into units of limited partner interests and thereafter become limited partners
of the Partnership. Petroleum Development Corporation (“PDC”) has been
designated the Managing General Partner of the Partnership and has a 37%
ownership in the Partnership for which it paid $38,659,808. Generally,
throughout the term of the Partnership, revenues, costs, and cash distributions
are allocated 63% to the limited and additional general partners (collectively,
the “Investor Partners”) which are shared on a per unit basis and 37% to the
Managing General Partner.  As of October 30, 2008, there are 1,781
Investor Partners.





In
accordance with the terms of the Limited Partnership Agreement (the
“Agreement”), the Managing General Partner manages all activities of the
Partnership and acts as the intermediary for substantially all Partnership
transactions.  The Partnership operates as a single business
segment.





The
accompanying interim financial statements have been prepared without audit in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and the instructions to Form 10-Q and
Article 10 of Regulation S-X of the Securities and Exchange Commission, or
SEC.  Accordingly, pursuant to certain rules and regulations, certain
notes and other financial information included in accompanying audited financial
statements have been condensed or omitted.  In the Partnership’s
opinion, the accompanying interim financial statements contain all adjustments
(consisting of only normal recurring adjustments) necessary to fairly state the
Partnership's financial position and results of operations for the periods
presented.  The interim results of operations for the three and nine
months ended September 30, 2008, and the interim cash flows for the nine months
ended September 30, 2008, are not necessarily indicative of the results to be
expected for the full year or any other future period.





The
condensed balance sheet as of December 31, 2007, was derived from audited
financial statements, but as indicated above, does not include all disclosures
required by accounting principles generally accepted in the U.S.  The
accompanying interim unaudited condensed financial statements should be read in
conjunction with the audited financial statements and notes for the period ended
December 31, 2007, included in the Partnership's Second Amendment to Form 10
filed with the SEC on November 14, 2008.








(2)
            RECENT ACCOUNTING
      STANDARDS





Recently
Adopted Accounting Standards





The
Partnership adopted the provisions of Statement of Financial Accounting
Standards, or SFAS, No. 157, Fair Value Measurements,
effective January 1, 2008.  SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures related
to fair value measurements. SFAS No. 157 applies broadly to financial and
nonfinancial assets and liabilities that are measured at fair value under other
authoritative accounting pronouncements, but does not expand the application of
fair value accounting to any new circumstances.  In February 2008, the
Financial Accounting Standards Board, or FASB, issued FASB Staff Position “FSP”,
No. 157-2, Effective Date of
FASB Statement No. 157, which delays the effective date of SFAS No. 157
by one year (to January 1, 2009) for non-financial assets and liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually).  Nonfinancial
assets and liabilities for which we have not applied the provisions of SFAS No.
157 include those initially measured at fair value, including our asset
retirement obligations.  As of the adoption date, the Partnership has
applied the provisions of SFAS No. 157 to our recurring measurements and the
impact was not material to our underlying fair values and no amounts were
recorded relative to the cumulative effect of a change in
accounting.  The Partnership is currently evaluating the potential
effect that the nonfinancial assets and liabilities provisions of SFAS No. 157
will have on Partnership financial statements when adopted in
2009.








6
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONT’D)


September
30, 2008




In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities.  SFAS No. 159 permits
entities to choose to measure, at fair value, many financial instruments and
certain other items that are not currently required to be measured at fair
value.  The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions.  SFAS No. 159 establishes
presentation and disclosure requirements designed to facilitate comparisons
between entities that choose different measurement attributes for similar types
of assets and liabilities.  The statement became effective January 1,
2008.  As of September 30, 2008, the Partnership has not elected, nor
intends, to measure additional financial asset and liabilities at fair
value.





In April
2007, the FASB issued FASB Interpretation, or FIN, No. 39-1, Amendment of FASB Interpretation No.
39, to amend certain portions of Interpretation 39.  FIN No.
39-1 replaces the terms "conditional contracts" and "exchange contracts" in
Interpretation 39 with the term "derivative instruments" as defined in Statement
133.  FIN No. 39-1 also amends Interpretation 39 to allow for the
offsetting of fair value amounts for the right to reclaim cash collateral or
receivable, or the obligation to return cash collateral or payable, arising from
the same master netting arrangement as the derivative
instruments.  FIN No. 39-1 applies to fiscal years beginning after
November 15, 2007, with early adoption permitted.  The January 1,
2008 adoption of FSP FIN 39-1 had no impact on Partnership financial
statements.





Recently
Issued Accounting Standards





In
October 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of a
Financial Asset in a Market That Is Not Active, which applies to
financial assets within the scope of accounting pronouncements that require or
permit fair value measurements in accordance with SFAS No. 157.  The
FSP clarifies the application of SFAS No. 157 in a market that is not active and
defines additional key criteria in determining the fair value of a financial
asset when the market for that financial asset is not active.  FSP FAS
157-3 was effective upon issuance and had no impact on the Partnership’s
financial statements.





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities—An Amendment of FASB Statement No.
133, which changes the disclosure requirements for derivative instruments
and hedging activities.  Enhanced disclosures are required to provide
information about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations and (c) how derivative instruments
and related hedged items affect an entity’s financial position, financial
performance and cash flows.  SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged.  We are evaluating the
impact SFAS No. 161 will have, if any, on our financial statements and related
disclosures when adopted in 2009.








(3)
            TRANSACTIONS WITH
      MANAGING GENERAL PARTNER AND
AFFILIATES





The
Managing General Partner transacts business on behalf of the
Partnership.  Revenues and other cash inflows received on behalf of
the Partnership are distributed to the Partners net of (after deducting)
corresponding operating costs and other cash outflows incurred on behalf of the
Partnership.  Undistributed oil and natural gas revenues and
corresponding production taxes are recorded on the balance sheet under the
captions “Accounts receivable - oil and gas sales” and “Production taxes
payable,” respectively.  A portion of the undistributed oil and
natural gas revenues had not been received by the Managing General Partner as of
the end of the period.  The portion, due from third parties, amounted
to $4.7 million and $0.7 million as of September 30, 2008 and December 31, 2007,
respectively, with the remaining portion due from the Managing General
Partner.  The fair value of the Partnership’s portion of unexpired
derivative instruments is recorded on the balance sheet under the caption “Due
from the Managing General Partner – derivatives” in the case of net unrealized
gains or “Due to Managing General Partner – derivatives” in the case of net
unrealized losses.  All other unsettled transactions between the
Partnership and the Managing General Partner are recorded net on the balance
sheet under the caption “Due to or from Managing General Partner –
other.”








7
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONT’D)


September
30, 2008





Through
September 30, 2008, the Partnership paid the Managing General Partner $152,587
for well operation fees.  Additionally, of the $13,347,286 in equity
distributions paid, $4,938,999 was paid to the Managing General Partner through
September 30, 2008, with the remainder being paid to the Investor
Partners.








(4)     
    DERIVATIVE FINANCIAL
INSTRUMENTS





The
Managing General Partner utilizes commodity-based derivative instruments,
entered into on behalf of the Partnership, to manage a portion of the
Partnership’s exposure to price risk from oil and natural gas
sales.  These instruments consist of Colorado Interstate Gas, or CIG,
index-based contracts for Colorado natural gas production and New York
Mercantile Exchange, or NYMEX index-based swaps for our Colorado oil production.
These derivative instruments have the effect of locking in for specified periods
(at predetermined prices or ranges of prices) the prices the Partnership
receives for the volume of oil and natural gas to which the derivative
relates.





The
Partnership accounts for derivative financial instruments in accordance with
SFAS No. 133, Accounting for
Derivative Instruments and Certain Hedging Activities, as
amended.  The Partnership’s derivative instruments do not qualify for
use of hedge accounting under the provisions of SFAS No.
133.  Accordingly, the Partnership recognizes all derivative
instruments as either assets or liabilities on its accompanying unaudited
condensed balance sheets at fair value.  Changes in the derivatives'
fair values are recorded on a net basis in our accompanying unaudited condensed
statements of operations in “Oil and gas price risk management gain (loss),
net.”





The
Partnership is exposed to the effect of market fluctuations in the prices of oil
and natural gas as they relate to Partnership oil and natural gas
sales.  Price risk represents the potential risk of loss from adverse
changes in the market price of oil and natural gas commodities.  PDC,
as Managing General Partner, employs established policies and procedures to
manage the risks associated with these market fluctuations using commodity
derivatives.  The Partnership’s policy prohibits the use of oil and
natural gas derivative instruments for speculative purposes.





Risk ManagementStrategies.  The
Partnership’s results of operations and operating cash flows are affected by
changes in market prices for oil and natural gas.  To mitigate a
portion of the exposure to adverse market changes, the Managing General Partner
has entered into various derivative instruments on behalf of the Partnership. As
of September 30, 2008, the Partnership’s oil and natural gas derivative
instruments were comprised of “swaps” and “collars.”  These instruments
generally consist of CIG index-based contracts for Colorado natural gas
production and NYMEX index-based swaps for our Colorado oil
production.





·
            For
      “swap” instruments, PDC, as Managing General Partner, receives a fixed
      price for the hedged commodity and pays a floating market price to the
      counterparty.  The fixed-price payment and the floating-price
      payment are netted, resulting in a net amount due to or from the
      counterparty.





·
            “Collars”
      contain a fixed floor price (put) and ceiling price (call). If the market
      price exceeds the call strike price or falls below the fixed put strike
      price, PDC, as Managing General Partner, receives the fixed price and pays
      the market price.  If the market price is between the call and
      put strike price, no payments are due from either
  party.








8
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONT’D)


September
30, 2008





The
Managing General Partner enters into derivative instruments for the
Partnership’s production to protect against price declines in future periods
while retaining some of the benefits of price increases. While these derivatives
are structured to reduce exposure to changes in price associated with the
derivative commodity, they also limit benefits the Partnership might otherwise
have received from price changes in the physical market. The Partnership
believes the derivative instruments in place continue to be effective in
achieving the risk management objectives for which they were
intended.  The Managing General Partner enters into these derivative
instruments for PDC and the partnerships jointly by area of
operation.  Prior to September 30, 2008, as volumes produced changed,
the allocation between PDC and the partnerships would change.  As of
September 30, 2008, PDC has fixed the allocation of the derivative positions
between PDC and each partnership.  Existing positions are allocated
based on fixed quantities for each position and new positions will have specific
designations relative to the applicable partnership.






The
following table summarizes Partnership open derivative positions as of September
30, 2008.








Assets
      (Liabilities)Short-term
                                            
                                            
                                            Long-term
                                            
                                            
                                            TotalNatural
      gas collars
                                            
                                            $
                                            1,243,741
                                            
                                            
                                            $
                                            1,061,154
                                            
                                            
                                            $
                                            2,304,895Fixed-price
      natural gas swaps
                                            
                                            
                                            4,229,611
                                            
                                            
                                            
                                            859,582
                                            
                                            
                                            
                                            5,089,193Fixed-price
      oil swaps
                                            
                                            
                                            (1,433,026
                                            )
                                            
                                            
                                            (1,420,300
                                            )
                                            
                                            
                                            (2,853,326
                                            )Total
                                            
                                            $
                                            4,040,326
                                            
                                            
                                            $
                                            500,436
                                            
                                            
                                            $
                                            4,540,762





The
maximum term for the derivative contracts listed above is 27
months.





The
following table identifies the changes in the fair value of commodity based
derivatives as reflected in the accompanying unaudited condensed statements of
operations:





Three
      months
                      
                      
                      Nine
      monthsended
                      
                      
                      endedSeptember
      30, 2008Realized
      gain (loss)Oil
                      
                      $
                      (1,136,859
                      )
                      
                      $
                      (2,548,773
                      )Gas
                      
                      
                      132,518
                      
                      
                      
                      (313,832
                      )Total
      realized loss
                      
                      
                      (1,004,341
                      )
                      
                      
                      (2,862,605
                      )Unrealized
      gain
                      
                      
                      29,573,343
                      
                      
                      
                      4,860,127Oil
      and gas price risk management gain (loss), net
                      
                      $
                      28,569,002
                      
                      
                      $
                      1,997,522


(5)
            FAIR VALUE
      MEASUREMENTS





As
described above in Note 2, the Partnership adopted the provisions of SFAS No.
157 effective January 1, 2008.





Valuation
hierarchy.  SFAS No. 157 establishes a fair value hierarchy
that requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value.  The
valuation hierarchy is based upon the transparency of inputs to the valuation of
an asset or liability as of the measurement date, giving the highest priority to
quoted prices in active markets (Level 1) and the lowest priority to
unobservable data (Level 3).  In some cases, the inputs used to
measure fair value might fall in different levels of the fair value
hierarchy.  The lowest level input that is significant to a fair value
measurement in its entirety determines the applicable level in the fair value
hierarchy.  Assessing the significance of a particular input to the
fair value measurement in its entirety requires judgment, considering factors
specific to the asset or liability.  The three levels of inputs that
may be used to measure fair value are defined as:




9
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONT’D)


September
30, 2008





Level 1 – Quoted prices
(unadjusted) in active markets for identical assets or liabilities.





Level 2 – Inputs other than
quoted prices included within Level 1 that are either directly or indirectly
observable for the asset or liability, including (i) quoted prices for similar
assets or liabilities in active markets, (ii) quoted prices for identical or
similar assets or liabilities in inactive markets, (iii) inputs other than
quoted prices that are observable for the asset or liability and (iv) inputs
that are derived from observable market data by correlation or other
means.





Level 3 – Unobservable inputs
for the asset or liability, including situations where there is little, if any,
market activity for the asset or liability.  Instruments included in
Level 3 consist of Partnership commodity derivatives for CIG based natural gas
swaps, oil swaps, and natural gas fixed-price floor and ceiling price
collars.





Determination of fair
value.  The Partnership measures fair value based upon quoted
market prices, where available.  The Managing General Partner’s
valuation determination includes: (1) identification of the inputs to the fair
value methodology through the review of counterparty statements and other
supporting documentation, (2) determination of the validity of the source of the
inputs, (3) corroboration of the original source of inputs through access to
multiple quotes, if available, or other information and (4) monitoring changes
in valuation methods and assumptions.  The methods described above may
produce a fair value calculation that may not be indicative of future fair
values.  The Managing General Partner’s valuation determination also
gives consideration to the nonperformance risk on Partnership liabilities in
addition to nonperformance risk of PDC’s own business interests and liabilities,
as well as the credit standing of derivative instrument
counterparties.  The Managing General Partner has evaluated the credit
risk of their receivables including the portion allocated to the Partnership for
the counterparties using credit default swap values for each counterparty with
the outstanding hedge positions for the appropriate time period to calculate the
maximum exposure.  The Managing General Partner evaluated their
exposure and determined that it was immaterial for itself and the
Partnership.  Furthermore, while the Managing General Partner believes
these valuation methods are appropriate and consistent with that used by other
market participants, the use of different methodologies, or assumptions, to
determine the fair value of certain financial instruments could result in a
different estimate of fair value.





SFAS No.
157 requires fair value measurements to be separately disclosed by level within
the fair value hierarchy and requires a separate reconciliation of fair value
measurements categorized as Level 3.  The following table presents for
each hierarchy level, the Partnership’s assets and liabilities including both
current and non-current portions, measured at fair value on a recurring basis as
of September 30, 2008:








Level
      1
                
                
                Level
      2
                
                
                Level
      3
                
                
                TotalAssets:Net
      fair value of commodity based derivatives
                
                $
                -
                
                
                $
                -
                
                
                $
                4,540,762
                
                
                $
                4,540,762








10
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONT’D)


September
30, 2008




The
      following table sets forth a reconciliation of our Level 3 fair value
      measurements:




Three
      months
                          
                          
                          Nine
      monthsended
                          
                          
                          endedSeptember
      30, 2008Fair
      value at the beginning of the period
                          
                          $
                          (25,032,581
                          )
                          
                          $
                          (319,365
                          )Realized
      and unrealized gains presented in oil and gas price risk management gain,
      net
                          
                          
                          28,569,002
                          
                          
                          
                          1,997,522Purchases,
      sales, issuances and settlements, net
                          
                          
                          1,004,341
                          
                          
                          
                          2,862,605Fair
      value at the end of the period
                          
                          $
                          4,540,762
                          
                          
                          $
                          4,540,762









(6)
            CAPITALIZED COSTS
      RELATING TO OIL AND GAS
ACTIVITIES





The
Partnership is engaged solely in oil and natural gas activities, all of which
are located in the continental United States.  The Partnership
properties (the “Properties”) consist of working interests in gas wells and the
ownership in leasehold acreage in the spacing units for the 100 wells drilled by
the Partnership.  Drilling operations began upon funding on August 31,
2007 with payments made for all planned drilling and completion costs for the
Partnership made in December 2007.  Costs capitalized for these
activities are as follows:




September
      30, 2008
                      
                      
                      December
      31, 2007Leasehold
      costs
                      
                      $
                      2,081,489
                      
                      
                      $
                      438,183Development
      costs
                      
                      
                      111,001,040
                      
                      
                      
                      9,935,211Oil
      and gas properties, successful efforts method
                      
                      
                      113,082,529
                      
                      
                      
                      10,373,394Wells
      in progress
                      
                      
                      337,848
                      
                      
                      
                      40,286,695Drilling
      advances to Managing General Partner
                      
                      
                      4,618,801
                      
                      
                      
                      67,045,826Oil
      and gas properties, at cost
                      
                      
                      118,039,178
                      
                      
                      
                      117,705,915Less
      accumulated depreciation, depletion and amortization
                      
                      
                      (9,763,524
                      )
                      
                      
                      (464,341
                      )Oil
      and gas properties, net
                      
                      $
                      108,275,654
                      
                      
                      $
                      117,241,574




Amounts
reported as wells in progress represents expenditures incurred for wells on
which drilling and/or completion activities have commenced but has not been
completed.  Drilling advances to Managing General Partner amounts
represent prepayments to the Managing General Partner for the development of oil
and natural gas properties on which drilling has not commenced.





(7)
            COMMITMENTS AND
      CONTINGENCIES





RoyaltyLitigation.On May 29, 2007, Glen
Droegemueller, individually and as representative plaintiff on behalf of all
others similarly situated, filed a class action complaint against the
Partnership’s Managing General Partner in the District Court, Weld County,
Colorado alleging that the Managing General Partner underpaid royalties on gas
produced from wells operated by the Managing General Partner in the State of
Colorado (the "Droegemueller Action").  The plaintiff sought
declaratory relief and to recover an unspecified amount of compensation for
underpayment of royalties paid by the Managing General Partner pursuant to
leases.  The Managing General Partner moved the case to Federal Court
in June 2007. A second similar Colorado class action suit was filed against the
Managing General Partner in the U.S. District Court for the District of Colorado
on December 2007 by Ted Amsbaugh, et al.  In 2008, the Court granted
the plaintiff’s motion to consolidate the action with the Droegemueller
Action.





11
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONT’D)


September
30, 2008





Based on
the mediation held in May 2008, and subsequent negotiations, $34,153 had
previously been accrued by the Partnership for this litigation for the three
month period ended June 30, 2008, which represented the expected settlement
related to all periods through June 30, 2008.  On October 10, 2008,
the court issued preliminary approval of the settlement
agreement.  Although the Partnership was not named as a party in the
suit, the lawsuit states that it relates to all wells operated by the Managing
General Partner, which includes a majority of the Partnership’s 75 wells in the
Wattenberg field subject to the settlement.  The portion of the
proposed settlement related to the Partnership’s wells through all periods prior
to September 30, 2008 is $59,825.  During the third quarter of 2008,
an additional amount of $25,672 plus legal costs of $3,022 was recorded to fully
accrue for the settlement which the Managing General Partner expects to pay into
an escrow account for the Partnership in the fourth quarter of
2008.  These amounts will be deducted from future Partnership
distributions.





Derivative
Contracts.  The Partnership would be exposed to oil and natural
gas price fluctuations on underlying purchase and sale contracts should the
counterparties to derivative instruments not perform.  Nonperformance
is not anticipated.  The Managing General Partner has experienced no
counterparty defaults.




12
 Table of Contents





ROCKIESREGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)


SUPPLEMENTAL
OIL AND GAS INFORMATION


September
30, 2008




Through
the quarter ended September 30, 2008, the Partnership completed and placed into
production, 98 producing wells adding significant oil and natural gas reserves,
thus the Partnership is disclosing the supplemental reserve information
below.





Net
Proved Oil and Gas Reserves





Partnership
proved oil and natural gas reserves have been estimated by independent petroleum
engineers, Ryder Scott Company, L.P., who prepared Partnership reserve reports
estimating proved reserves at December 31, 2007. The Managing General Partner’s
internal petroleum engineers prepared Partnership reserve reports on additional
estimated proved reserves added during the nine month period ended September 30,
2008. These reserve estimates have been prepared in compliance with professional
standards and the reserves definitions prescribed by the SEC.





Proved
reserves are the estimated quantities of oil and natural gas that geologic and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known reservoirs under existing economic and operating
conditions. Estimates of proved reserves may change, either positively or
negatively, as additional information becomes available and as contractual,
economic and political conditions change. The Partnership’s net proved reserve
estimates have been adjusted as necessary to reflect all contractual agreements,
royalty obligations and interests owned by others at the time of the
estimate.





Proved
developed reserves are the quantities of oil and natural gas expected to be
recovered through existing wells with existing equipment and operating methods.
Proved undeveloped reserves are those reserves expected to be recovered from new
wells on undrilled acreage or from existing wells where a relatively major
expenditure is required for completion.  In some cases, proved
undeveloped reserves may require substantial new investments in additional wells
and related facilities.





The
following Partnership reserve estimates present the estimate of the proved oil
and natural gas reserves and net cash flow of the Partnership Properties which
are United States properties.  The Managing General Partner’s
management emphasizes that reserve estimates are inherently imprecise and that
estimates of new discoveries are more imprecise than those of producing natural
gas and oil properties.  Accordingly, the estimates are expected to
change as future information becomes available.





13
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP
 (A West Virginia Limited
Partnership)
 SUPPLEMENTAL
OIL AND GAS INFORMATION (CONT'D)
 September
30, 2008


Below are
the net quantities of net proved reserves of the Partnership
Properties.




Oil
      (Bbls)September
      30,
                                
                                
                                December
      31,2008
                                
                                
                                2007Proved
      reserves:Beginning
      of period
                                
                                
                                361,100
                                
                                
                                
                                -Revisions
      of previous estimates
                                
                                
                                58,194
                                
                                
                                
                                -New
      discoveries, extensions and other additions
                                
                                
                                1,963,041
                                
                                
                                
                                374,300Production
                                
                                
                                (174,044
                                )
                                
                                
                                (13,200
                                )End
      of Period
                                
                                
                                2,208,291
                                
                                
                                
                                361,100Gas
      (Mcfs)September
      30,
                                
                                
                                December
      31,2008
                                
                                
                                2007Proved
      reserves:Beginning
      of period
                                
                                
                                1,207,200
                                
                                
                                
                                -Revisions
      of previous estimates
                                
                                
                                386,315
                                
                                
                                
                                -New
      discoveries, extensions and other additions
                                
                                
                                48,822,861
                                
                                
                                
                                1,231,500Production
                                
                                
                                (2,450,767
                                )
                                
                                
                                (24,300
                                )End
      of Period
                                
                                
                                47,965,609
                                
                                
                                
                                1,207,200Natural
      gas
                                
                                
                                Oil(Mcf)
                                
                                
                                (Bbls)Proved
      Developed Reserves, as of:December
      31, 2007
                                
                                
                                599,714
                                
                                
                                
                                191,281September
      30, 2008
                                
                                
                                32,390,100
                                
                                
                                
                                1,270,830




·
            Bbl
      – One barrel of 42 U.S. gallons of liquid
volume


·
            Mcf
      – One thousand cubic feet




New
discoveries, extensions and other additions of 1,963,041 Bbls and 48,822,861
Mcfs were due to an additional 85 wells being placed into production during
the nine months ended September 30, 2008, as the Partnership neared completion
of the development of its oil and gas properties.





Standardized
Measure of Discounted Future Net Cash Flows Therein Relating to Proved Oil and
Gas Reserves





Summarized
in the following table is information with respect to the standardized measure
of discounted future net cash flows relating to proved oil and natural gas
reserves.  Future cash inflows for the period ended December 31, 2007
are computed by applying year-end prices of oil and natural gas relating to our
proved reserves to the year-end quantities of those reserves. Future cash
inflows for the period ended September 30, 2008 are computed by applying the
September month-end prices of oil and natural gas relating to our proved
reserves at month-end. Future production, development, site restoration and
abandonment costs are derived based on current costs, including
production-related taxes, primarily severance and property, assuming
continuation of existing economic conditions.  Future development
costs include the development costs related to recompletions of wells drilled in
the Codell formation as described in Item 1 Business, Plan of Operations of the
Partnership’s Second Amendment to Form 10 filed November 14, 2008.  Since
Partnership taxable income is reported in the separate tax returns of individual
investor partners, no future estimated income taxes are computed and presented,
herein.





14
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)


SUPPLEMENTAL
OIL AND GAS INFORMATION (CONT'D)


September
30, 2008





The
following table summarizes the principal sources of change in the standardized
measure of discounted future estimated net cash flows for the nine months ended
September 30, 2008 and the period from May 22, 2007 (date of inception) to
December 31, 2007:








Period
      EndedSeptember
      30,
                    
                    
                    December
      31,2008
                    
                    
                    2007Sales
      of oil and gas production, net of production costs
                    
                    $
                    (30,965,771
                    )
                    
                    $
                    (1,038,300
                    )Net
      changes in prices and production costs
                    
                    
                    24,094,000
                    
                    
                    
                    521,000Extensions,
      discoveries, and improved recovery,less related costs
                    
                    
                    244,414,000
                    
                    
                    
                    14,776,000Revisions
      of previous quantity estimates
                    
                    
                    4,673,000
                    
                    
                    
                    -Accretion
      of discount
                    
                    
                    525,000
                    
                    
                    
                    -Timing
      and other
                    
                    
                    14,917,277
                    
                    
                    
                    517,000Net
      change
                    
                    $
                    257,657,506
                    
                    
                    $
                    14,775,700




The data
presented should not be viewed as representing the expected cash flow from, or
current value of, existing proved reserves since the computations are based on a
large number of estimates and arbitrary assumptions.  Reserve
quantities cannot be measured with precision and their estimation requires many
judgmental determinations and frequent revisions.  The required
projection of production and related expenditures over time requires further
estimates with respect to pipeline availability, rates of demand and
governmental control. Actual future prices and costs are likely to be
substantially different from the current prices and costs utilized in the
computation of reported amounts.  Any analysis or evaluation of the
reported amounts should give specific recognition to the computational methods
utilized and the limitations inherent therein.





The
estimated present value of future cash flows relating to proved reserves is
extremely sensitive to prices used at any measurement period.  Average
period-end prices used for each commodity at September 30, 2008 and December 31,
2007, respectively, are presented below.





Average
      Period-End PriceAs
      of
                  
                  Oil
                  
                  
                  Natural
      GasSeptember
      30, 2008
                  
                  $
                  127.63
                  
                  
                  $
                  8.37December
      31, 2007
                  
                  
                  80.22
                  
                  
                  
                  8.26




15
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





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








NOTE REGARDING
FORWARD-LOOKING STATEMENTS








This
periodic report on Form 10-Q contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) regarding Rockies Region 2007 Limited Partnership’s
business, financial condition, results of operations and prospects that are
subject to risks and uncertainties.  All statements other than
statements of historical facts included in and incorporated by reference into
this Form 10-Q are forward-looking statements.  These forward-looking
statements are subject to certain risks, trends and uncertainties that could
cause actual results to differ materially from those projected.  Among
those risks, trends and uncertainties are the Partnership’s estimates of the
sufficiency of existing capital sources, the ability to raise additional capital
to fund cash requirements for future operations, the uncertainties involved in
estimating quantities of proved oil and natural gas reserves, the projection of
future production rates, the timing of development expenditures, the ability to
sell produced natural gas and oil and the prices received, the ability to comply
with changes in federal, state, local, and other laws and regulations, including
environmental policies, the significant fluctuations in the oil and natural gas
environment and the Partnership’s ability to meet its price risk management
objectives and the operating hazards inherent to the oil and natural gas
business.  In particular, careful consideration should be given to
cautionary statements made in this Form 10-Q, the Partnership’s Second Amendment
to Form 10 filed on November 14, 2008, and in the Partnership’s other SEC
filings and public disclosures.  The Partnership and Managing General
Partner undertake no duty to update or revise these forward-looking
statements.








OVERVIEW





The results of operations for the three
and nine months ended September 30, 2008 were significantly impacted by the
volatility of oil and natural gas prices.  Oil prices increased
throughout the period from January 1st to
record levels in mid-July then decreased to January 1st levels
by September 30th.  Natural
gas prices also increased significantly from January 1st to
early July and also decreased to January 1st levels
by September 30th. The
recent changes reduced Partnership oil and natural gas sales and cash flows from
operating activities, but benefitted the Partnership in terms of significant
unrealized oil and gas price risk management gains that mitigated the negative
impact of commodity price declines. The increase in both oil and natural gas
prices during the first six months had the opposite effect by increasing oil and
natural gas sales and cash flows from operating activities but resulted in
significant oil and gas price risk management losses. See Item 3, Risk Management Strategies
for a comparison of oil and natural gas index commodity pricing during 2008 and
2007.  See Oil and
gas price risk management gain (loss), net discussion below for a
detailed discussion of realized and unrealized gains and losses on oil and
natural gas derivative activity.





Oil and
natural gas production are following an anticipated production decline curve
line for wells in the Colorado region.  Production increased each
quarter as wells were brought into production from December 2007 through
September 30, 2008.  During this same time period, as anticipated for wells
in the Colorado region, oil production as a percentage of total production
(measures in Mcfe’s) decreased steadily from 76.5% during the first quarter of
production to 23.1% during the most recent quarter.  Both of these
trends are expected to continue until all wells are brought into production at
which time we anticipate steady declines in production volumes.





RESULTS OF
OPERATIONS





The Partnership had no reportable
financial activity until August 31, 2007.  As such,the following table of
significant operational information of the Partnership for each of the quarters
for which the Partnership had production has been presented to enable a
meaningful Management’s Discussion and Analysis of the Partnership’s Financial
Condition and Results of Operations.





16
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)








Three
      months ended
                            
                            
                            Nine
      months endedSeptember
      30,
                            
                            
                            June
      30,
                            
                            
                            March
      31,
                            
                            
                            December
      31,
                            
                            
                            September
      30,(Unaudited)
                            
                            2008
                            
                            
                            2008
                            
                            
                            2008
                            
                            
                            2007
                            
                            
                            2008Number
      of Producing Wells (end of period)
                            
                            
                            98
                            
                            
                            
                            80
                            
                            
                            
                            37
                            
                            
                            
                            13
                            
                            
                            
                            98Production:Natural
      gas (Mcf)
                            
                            
                            1,523,291
                            
                            
                            
                            647,174
                            
                            
                            
                            280,302
                            
                            
                            
                            24,330
                            
                            
                            
                            2,450,767Oil
      (Bbl)
                            
                            
                            76,375
                            
                            
                            
                            60,856
                            
                            
                            
                            36,813
                            
                            
                            
                            13,241
                            
                            
                            
                            174,044Natural
      gas equivalents (Mcfe)
                            
                            
                            1,981,541
                            
                            
                            
                            1,012,311
                            
                            
                            
                            501,180
                            
                            
                            
                            103,776
                            
                            
                            
                            3,495,032Average
      Selling Price:Natural
      gas (per Mcf)
                            
                            $
                            6.30
                            
                            
                            $
                            8.51
                            
                            
                            $
                            7.04
                            
                            
                            $
                            6.33
                            
                            
                            $
                            6.97Oil
      (per Bbl)
                            
                            
                            107.25
                            
                            
                            
                            116.82
                            
                            
                            
                            84.45
                            
                            
                            
                            76.00
                            
                            
                            
                            105.77Natural
      gas equivalents (per Mcfe)
                            
                            
                            8.98
                            
                            
                            
                            12.46
                            
                            
                            
                            10.14
                            
                            
                            
                            11.18
                            
                            
                            
                            10.15Average
      Selling Price (including realized gains and  losses on
      derivatives)Natural
      gas (per Mcf)
                            
                            
                            6.39
                            
                            
                            
                            7.82
                            
                            
                            
                            7.04
                            
                            
                            
                            6.33
                            
                            
                            
                            6.84Oil
      (per Bbl)
                            
                            
                            92.36
                            
                            
                            
                            97.93
                            
                            
                            
                            77.31
                            
                            
                            
                            76.00
                            
                            
                            
                            91.13Natural
      gas equivalents (per Mcfe)
                            
                            
                            8.47
                            
                            
                            
                            10.89
                            
                            
                            
                            9.61
                            
                            
                            
                            11.18
                            
                            
                            
                            9.33Average
      Costs (per Mcfe):Production
      and operating costs
                            
                            
                            1.18
                            
                            
                            
                            1.62
                            
                            
                            
                            1.08
                            
                            
                            
                            1.17
                            
                            
                            
                            1.29Depreciation,
      depletion and amortization
                            
                            $
                            2.63
                            
                            
                            $
                            2.75
                            
                            
                            $
                            2.62
                            
                            
                            $
                            4.47
                            
                            
                            $
                            2.66Revenues:Oil
      Sales
                            
                            $
                            8,191,056
                            
                            
                            $
                            7,108,952
                            
                            
                            $
                            3,108,783
                            
                            
                            $
                            1,006,299
                            
                            
                            $
                            18,408,791.40Gas
      Sales
                            
                            
                            9,595,200
                            
                            
                            
                            5,506,679
                            
                            
                            
                            1,972,309
                            
                            
                            
                            153,902
                            
                            
                            
                            17,074,188Oil
      and gas sales
                            
                            
                            17,786,256
                            
                            
                            
                            12,615,631
                            
                            
                            
                            5,081,092
                            
                            
                            
                            1,160,201
                            
                            
                            
                            35,482,979Oil
      and gas price risk management gain (loss), net
                            
                            
                            28,569,002
                            
                            
                            
                            (19,657,987
                            )
                            
                            
                            (6,913,493
                            )
                            
                            
                            (319,365
                            )
                            
                            
                            1,997,522Total
      revenues
                            
                            
                            46,355,258
                            
                            
                            
                            (7,042,356
                            )
                            
                            
                            (1,832,401
                            )
                            
                            
                            840,836
                            
                            
                            
                            37,480,501Costs
      and expenses:Production
      and operating costs
                            
                            
                            2,334,959
                            
                            
                            
                            1,640,573
                            
                            
                            
                            541,676
                            
                            
                            
                            121,897
                            
                            
                            
                            4,517,208Direct
      costs - general and administrative
                            
                            
                            118,067
                            
                            
                            
                            220,925
                            
                            
                            
                            38,899
                            
                            
                            
                            -
                            
                            
                            
                            377,891Depreciation,
      depletion and amortization
                            
                            
                            5,205,649
                            
                            
                            
                            2,781,142
                            
                            
                            
                            1,312,392
                            
                            
                            
                            464,341
                            
                            
                            
                            9,299,183Accretion
      of asset retirement obligations
                            
                            
                            6,556
                            
                            
                            
                            5,703
                            
                            
                            
                            2,626
                            
                            
                            
                            927
                            
                            
                            
                            14,885Total
      costs and expenses
                            
                            
                            7,665,231
                            
                            
                            
                            4,648,343
                            
                            
                            
                            1,895,593
                            
                            
                            
                            587,165
                            
                            
                            
                            14,209,167Income
      (loss) from operations
                            
                            
                            38,690,027
                            
                            
                            
                            (11,690,699
                            )
                            
                            
                            (3,727,994
                            )
                            
                            
                            253,671
                            
                            
                            
                            23,271,334Interest
      income
                            
                            
                            12,758
                            
                            
                            
                            37,448
                            
                            
                            
                            38,186
                            
                            
                            
                            875,635
                            
                            
                            
                            88,392Net
      income (loss)
                            
                            $
                            38,702,785
                            
                            
                            $
                            (11,653,251
                            )
                            
                            $
                            (3,689,808
                            )
                            
                            $
                            1,129,306
                            
                            
                            $
                            23,359,726Cash
      distributions
                            
                            $
                            7,828,591
                            
                            
                            $
                            5,518,695
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            13,347,286







Definitions





·
            Bbl
      – One barrel or 42 U.S. gallons liquid
volume


·
            Mcf
      – One thousand cubic feet


·
            Mcfe
      – One thousand cubic feet of gas equivalents, based on a ratio of 6 Mcf
      for each barrel of oil, which reflects the relative energy
      content.





17
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





Oil
and Natural Gas Sales





Oil and
natural gas sales increased from $12.6 million for the three month period ended
June 30, 2008 to $17.8 million for the three month period ended September 30,
2008.  The change is comprised of increases in production as 18 new
wells went into production during the third quarter of 2008 offset in part, by
slightly lower oil and natural gas prices.





Oil and
natural gas sales increased from $1.2 million for the three month period ended
December 31, 2007 to $5.1 million for the three months ended March 31,
2008.  The change is comprised of increases in production as 24 new
wells went into production during the first quarter of 2008 as well as
significantly higher oil and natural gas prices.





Currently
since oil is selling at a higher multiple of gas on a mcfe basis (14 to 1),
relative to energy content (6 to 1), a decrease in oil production has a greater
impact on oil and gas sales than does a similar drop in natural gas
production.





We are
currently experiencing a 10% to 15% curtailment of producing volumes of natural
gas in the Piceance Basin due to limited compression and pipeline capacity,
which based on information from our purchaser, is anticipated to continue
through most of the fourth quarter of 2008.





Oil and Natural Gas
Pricing:Financial results depend
upon many factors, particularly the price of oil and natural gas and our ability
to market our production effectively.  Oil and natural gas prices have
been among the most volatile of all commodity prices.  These price
variations have a material impact on our financial results.  Oil and
natural gas prices also vary by region and locality, depending upon the distance
to markets, and the supply and demand relationships in that region or
locality.  This can be especially true in the Rocky Mountain Region in
which all of the partnership wells are located.  The combination of
increased drilling activity and the lack of local markets have resulted in a
local market oversupply situation from time to time.  Such a situation
existed in the Rocky Mountain Region during 2007, with production exceeding the
local market demand and pipeline capacity to non-local markets.  The
result, beginning in the second quarter of 2007 and continuing through and into
the fourth quarter of 2007, was a decrease in the price of Rocky Mountain
natural gas compared to the New York Mercantile Exchange, or NYMEX,
price.  The expansion in January 2008 of the Rockies Express pipeline
(“REX”), a major interstate pipeline constructed and operated by a
non-affiliated entity, resulted in a narrowing of the NYMEX and Colorado
Interstate Gas, or CIG, price differential from November 2007 into the first
quarter of 2008.  The differential has widened again during the
current three month period to an average below NYMEX of $4.34.  For
the remainder of 2008, the differential is currently estimated at $3.14 based on
CIG futures.  Like most producers in the region, the Partnership
relies on major interstate pipeline companies to construct these facilities to
increase pipeline capacity, rendering the timing and availability of these
facilities beyond our control.




The price
the Partnership receives for a large portion of the natural gas produced in the
Rocky Mountain Region is based on a market basket of prices, which may include
some natural gas sold at the CIG prices and some sold at mid-continent
prices.  The CIG Index, and other indices for production delivered to
other Rocky Mountain pipelines, has historically been less than the price
received for natural gas produced in the eastern regions, which is NYMEX
based.





Oil and Gas Price Risk Management
Gain (Loss), Net The
Managing General Partner uses oil and natural gas commodity derivative
instruments to manage price risk for PDC as well as its sponsored drilling
partnerships.  The Managing General Partner enters into these
derivative instruments for PDC and the partnerships jointly by area of
operation.  Prior to September 30, 2008, as volumes produced changed,
the allocation between PDC and the partnerships would change.  As of
September 30, 2008, PDC has fixed the allocation of the derivative positions
between PDC and each partnership.  Existing positions are allocated
based on fixed quantities for each position and new positions will have specific
designations relative to the applicable partnership.





18
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





The
following table presents the primary composition of “Oil and gas price risk
management gain (loss), net”:








Three
      months
                          
                          
                          Nine
      monthsended
                          
                          
                          endedSeptember
      30, 2008Realized
      gain (loss)Oil
                          
                          $
                          (1,136,859
                          )
                          
                          $
                          (2,548,773
                          )Gas
                          
                          
                          132,518
                          
                          
                          
                          (313,832
                          )Total
      realized loss
                          
                          
                          (1,004,341
                          )
                          
                          
                          (2,862,605
                          )Unrealized
      gain
                          
                          
                          29,573,343
                          
                          
                          
                          4,860,127Oil
      and gas price risk management gain (loss), net
                          
                          $
                          28,569,002
                          
                          
                          $
                          1,997,522




The
significant declines in oil and natural gas prices from June 2008 to September
2008, along with our increased use of derivative contracts and specifically more
fixed price swaps, caused the increase in realized and unrealized gains in oil
and gas price risk management gain (loss), net.  The $4.9 million in
unrealized gains for the nine months ended September 30, 2008 is the fair value
of the derivative positions as of September 30, 2008, less the related
unrealized amounts recorded in prior periods. The unrealized gain is a non-cash
item and there will be further gains or losses as prices increase or decrease
until the positions are closed.  While the required accounting
treatment for derivatives that do not qualify for hedge accounting treatment
under SFAS No. 133 results in significant swings in value and resulting gains
and losses for reporting purposes over the lives of the derivatives, the
combination of the settled derivative contracts and the revenue received from
the oil and natural gas sales at delivery are expected to result in a more
predictable cash flow stream than would the sales contracts without the
associated derivatives. The price of both oil and natural gas has declined since
September 30, 2008, and if the price remains at the current levels or continues
to decline, the Partnership expects to experience unrealized derivative gains
for the fourth quarter of 2008.





Oil and Gas Derivative
Activities.Because of uncertainty surrounding natural gas and
oil prices, the Managing General Partner on behalf of the Partnership, has used
various derivative instruments to manage some of the impact of fluctuations in
prices.  Through December 2010, the Managing General Partner has in
place a series of collars and fixed price swaps on a portion of our natural gas
and oil production.  Under the arrangements, if the applicable index
rises above the ceiling price, the Managing General Partner pays the
counterparty; however, if the index drops below the floor, the counterparty pays
the Managing General Partner.





19
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





The
following table sets forth our derivative positions in effect as of November 10,
2008, on our share of production by area.








Floors
                        
                        
                        Ceilings
                        
                        
                        Swaps
      (Fixed Prices)Commodity/
                          Index/
                          Area
                        
                        Month
      Set
                        
                        Month
                        
                        Net
                          Monthly
      Quantity
                          (Gas
      -MMbtu
                          Oil
      -Bbls)
                        
                        
                        Price
                        
                        
                        Net
                          Monthly
      Quantity
                          (Gas
      -MMbtu
                          Oil
      -Bbls)
                        
                        
                        Price
                        
                        
                        Net
                          Monthly
      Quantity
                          (Gas-MMbtu
                          Oil
      -Bbls)
                        
                        
                        PriceNatural
      Gas -  (CIG)Piceance
      BasinApr-08
                        
                        Nov
      08 - Mar 09
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        94,905
                        
                        
                        
                        7.76Jun-08
                        
                        Nov
      08 - Mar 09
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        56,610
                        
                        
                        
                        8.52Feb-08
                        
                        Nov
      08 - Mar 09
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        56,610
                        
                        
                        
                        8.18Jan-08
                        
                        Apr
      09 - Oct 09
                        
                        
                        84,588
                        
                        
                        
                        5.75
                        
                        
                        
                        84,588
                        
                        
                        
                        8.75
                        
                        
                        
                        -
                        
                        
                        
                        -Mar-08
                        
                        Apr
      09 - Oct 09
                        
                        
                        83,104
                        
                        
                        
                        5.75
                        
                        
                        
                        83,104
                        
                        
                        
                        9.05
                        
                        
                        
                        -
                        
                        
                        
                        -Jul-08
                        
                        Nov
      09 - Mar 10
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        57,150
                        
                        
                        
                        9.20Jul-08
                        
                        Nov
      09 - Mar 10
                        
                        
                        81,280
                        
                        
                        
                        7.50
                        
                        
                        
                        81,280
                        
                        
                        
                        11.40
                        
                        
                        
                        -
                        
                        
                        
                        -Wattenberg
      FieldApr-08
                        
                        Nov
      08 - Mar 09
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        25,564
                        
                        
                        
                        7.76Jun-08
                        
                        Nov
      08 - Mar 09
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        15,106
                        
                        
                        
                        8.52Feb-08
                        
                        Nov
      08 - Mar 09
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        15,106
                        
                        
                        
                        8.18Jan-08
                        
                        Apr
      09 - Oct 09
                        
                        
                        23,474
                        
                        
                        
                        5.75
                        
                        
                        
                        23,474
                        
                        
                        
                        8.75
                        
                        
                        
                        -
                        
                        
                        
                        -Mar-08
                        
                        Apr
      09 - Oct 09
                        
                        
                        21,340
                        
                        
                        
                        5.75
                        
                        
                        
                        21,340
                        
                        
                        
                        9.05
                        
                        
                        
                        -
                        
                        
                        
                        -Jul-08
                        
                        Nov
      09 - Mar 10
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        15,350
                        
                        
                        
                        9.20Jul-08
                        
                        Nov
      09 - Mar 10
                        
                        
                        22,104
                        
                        
                        $
                        7.50
                        
                        
                        
                        22,104
                        
                        
                        $
                        11.40
                        
                        
                        
                        -
                        
                        
                        
                        -Oil
      - NYMEXWattenberg
      FieldOct-07
                        
                        Nov
      08 - Dec 08
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        8,675
                        
                        
                        
                        84.20May-08
                        
                        Nov
      08 - Dec 08
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,506
                        
                        
                        
                        108.05Jan-08
                        
                        Jan
      09 - Dec 09
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        4,803
                        
                        
                        
                        84.90Jan-08
                        
                        Jan
      09 - Dec 09
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        4,803
                        
                        
                        
                        85.40May-08
                        
                        Jan
      09 - Dec 09
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,921
                        
                        
                        
                        117.35May-08
                        
                        Jan
      10 - Dec 10
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        3,912
                        
                        
                        
                        92.74May-08
                        
                        Jan
      10 - Dec 10
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        3,912
                        
                        
                        $
                        93.17




The
Managing General Partner uses oil and natural gas commodity derivative
instruments to manage price risk for PDC as well as its sponsored drilling
partnerships.  The Managing General Partner enters into these
derivative instruments for PDC and the partnerships jointly by area of
operation.  Prior to September 30, 2008, as volumes produced changed,
the allocation between PDC and the partnerships would change.  As of
September 30, 2008, PDC has fixed the allocation of the derivative positions
between PDC and each partnership.  Existing positions are allocated
based on fixed quantities for each position and new positions will have specific
designations relative to the applicable partnership.  The net volumes
in the above table reflect the Partnership’s share of the positions in effect as
of November 10, 2008.





Costs
and Expenses





Production and operating costs includes
production taxes and transportation costs which generally tend to fluctuate with
changes in oil and natural gas sales, fixed per well operating fees paid to the
Managing General Partner and other direct well charges which vary based on
supplies and services required to maintain production.  Accordingly,
lower oil and natural gas prices for the quarter caused production and operating
cost per Mcfe to decrease from $1.62 per Mcfe for the second quarter of 2008 to
$1.18 per Mcfe for the third quarter of 2008.  Higher oil and natural
gas prices for the quarter caused production and operating cost per Mcfe to
increase from $1.08 per Mcfe for the first quarter of 2008 to $1.62 per Mcfe for
the second quarter of 2008. Production and operating costs as a percentage of
oil and natural gas sales were 13% for the quarter ended September 30, 2008 and
13% for nine-months ended September 30, 2008.





20
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





Depreciation, depletion and
amortization results solely from the depletion and amortization of well
equipment and lease costs and accordingly changes in relative concert with
changes in the level of production. The average cost per Mcfe as of the three
and nine months ended September 30, 2008 was $2.63 and $2.66,
respectively.





Direct costs include the Partnership’s
reimbursement to the Managing General Partners for administrative costs incurred
on the Partnership’s behalf for administrative and professional fees such as
legal expenses, audit fees, income tax preparation fees and engineering fees for
reserve reports.  Such costs were low during the first quarter of 2008
as work on the Partnership regulatory filings did not commence until April 2008
and therefore the Partnership did not incur significant professional costs until
the second and third quarters of 2008.  Since the fourth quarter of
2007, the Partnership has recorded its portion of legal costs and estimated
legal settlements relating to certain legal matters as further discussed in Note
7, Commitments and
Contingencies to the accompanying unaudited condensed financial
statements.





Interest
Income





Interest income of the Partnership
decreased significantly for the quarter ended September 30, 2008 from the two
previous quarter dues to a decreased level of revenue held by the
Managing General Partner resulting in lower cash balances earning
interest.





LIQUIDITY AND CAPITAL
RESOURCES





The
Partnership had working capital of $20.9 million at September 30, 2008 compared
to working capital of $2.0 million at December 31, 2007.  Adjusting
for the unrealized gain on derivative contracts expiring in less than twelve
months, the respective balances were positive working capital amounts of $16.8
million and $2.4 million, which generally represent the cash balances, interest
receivable, and receivables from oil and natural gas sales for the preceding
three months offset by corresponding production taxes payable and accrued
expenses and amount due to the Managing General Partner.





Since the
Partnership completed the majority of its drilling activities as of September
30, 2008, the Partnership’s operations are expected to be conducted with
available funds and revenues generated from oil and gas production
activities.  The remaining drilling advances to the Managing General
Partner of $4.6 million are expected to be sufficient to cover all remaining
costs to be incurred relating to oil and gas properties.





The
Partnership initiated monthly cash distributions to investors in May 2008 and
has distributed $13.3 million of operating cash flows through September 30,
2008.





The
Partnership’s operations are expected to be conducted with available funds and
revenues generated from oil and natural gas production
activities.  Based on current oil and natural gas prices and prices
set by derivatives, and the Partnership’s anticipated production, the
Partnership expects a positive cash flow from operations for the remainder of
2008.  Changes in market prices for oil and natural gas directly
affect the level of our cash flow from operations.  While a decline in
oil and natural gas prices would affect the amount of cash flow that would be
generated from operations, the Partnership had oil and natural gas derivatives
in place, as of September 30, 2008, covering 59% of our expected oil production
and 71% of our expected natural gas production for the remainder of 2008,
thereby providing price certainty for a substantial portion of our 2008 cash
flow.  The Partnership’s current derivatives positions could change
based on changes in oil and natural gas futures markets, the view of underlying
oil and natural gas supply and demand trends and changes in volumes
produced.  Partnership oil and natural gas derivatives as of September
30, 2008 are detailed in Note 4, Derivative Financial
Instruments to the accompanying unaudited condensed financial statements.
Information related to the oil and natural gas reserves of the Partnership’s
wells is discussed in detail in the Supplemental Oil and Gas Information, Net Proved Oil and Gas
Reserves(Unaudited), included in this
report.





21
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





No bank
borrowings are anticipated until such time as recompletions of the Codell
formation in the Wattenberg Field wells are undertaken by the Partnership, which
is expected to occur in 2011 or later.





PDC, as
Managing General Partner, does not believe liquidity relative to its own
business interests, nor that of the Partnership, has been materially affected by
the recent events in the credit markets.  The Managing General Partner
continues to monitor events and circumstances surrounding lenders in its credit
facility and has experienced no disruptions in its ability to access this
facility.  However, the Managing General Partner can not predict with
any certainty the impact to the Partnership of any continued disruption in the
credit environment.





CONTRACTUAL OBLIGATIONS AND
CONTINGENT COMMITMENTS





The table
below sets forth the Partnership's contractual obligations and contingent
commitments as of September 30, 2008.





Payments
      Due by PeriodLess
      than
                    
                    
                    
                    
                    
                    
                    
                    
                    More
      thanTotal
                    
                    
                    1
      year
                    
                    
                    1-3
      years
                    
                    
                    3-5
      years
                    
                    
                    5
      yearsAsset
      Retirement Obligations
                    
                    $
                    403,791
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    403,791Total
                    
                    $
                    403,791
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    403,791




COMMITMENTS AND
CONTINGENCIES





See Note
7, Commitments and
Contingencies to the accompanying unaudited condensed financial
statements.





RECENT ACCOUNTING
STANDARDS





See Note
2, Recent Accounting
Standards to the accompanying unaudited condensed financial
statements.





CRITICAL ACCOUNTING POLICIES
AND ESTIMATES





The
preparation of the accompanying unaudited condensed financial statements, in
conformity with accounting principles generally accepted in the U.S., requires
management to use judgment in making estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities and the reported amounts of revenue and expenses.





The
Managing General Partner believes that the Partnership’s accounting policies for
revenue recognition, derivatives instruments, oil and natural gas properties,
and asset retirement obligations are based on, among other things, judgments and
assumptions made by management that include inherent risks and
uncertainties.  There have been no significant changes to these
policies or in the underlying accounting assumptions and estimates used in these
critical accounting policies from those disclosed in the financial statements
and accompanying notes contained in the Partnership’s Second Amendment to Form
10 filed with the SEC on November 14, 2008.




22
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





Item3.    Quantitative and Qualitative
Disclosures About Market Risk





The
Partnership's primary market risk exposure is commodity price
risk.  This exposure is discussed in detail below.  See Item
2(b), Management’s Discussion
and Analysis of Financial Condition and Results of Operation, Critical Accounting Policies and
Estimates-Accounting for Derivatives Contracts at Fair Value, of the
Partnership’s Form 10/A for further discussion of the accounting for derivative
contracts.





Commodity
Price Risk





The Partnership is exposed to the
effect of market fluctuations in the prices of oil and natural gas as they
relate to the Partnership’s oil and natural gas sales.  Price risk
represents the potential risk of loss from adverse changes in the market price
of oil and natural gas commodities. The Managing General Partner employs
established policies and procedures to manage the risks associated with these
market fluctuations using commodity derivatives.  The Partnership’s
policy prohibits the use of oil and natural gas derivative instruments for
speculative purposes.




Derivative
arrangements are entered into by the Managing General Partner on behalf of the
Partnership.  None of the Partnership’s derivative instruments are
designated as hedging instruments in accordance with the provisions of SFAS No.
133.  The derivative instruments are reported on the Partnership’s
balance sheet at fair value as a net short-term or long-term receivable from, or
payable to, the Managing General Partner.  Changes in the fair value
of the Partnership’s share of derivatives are recorded in the statement of
operations under “Oil and gas price risk management gain (loss),
net.”





Validation of a contract’s fair value
is performed by the Managing General Partner, and while it uses common industry
practices to develop our valuation techniques, changes in the Partnership’s
pricing methodologies or the underlying assumptions could result in
significantly different fair values.





Risk
Management Strategies





The results of the Partnership’s
operations and operating cash flows are affected by changes in market prices for
oil and natural gas. To mitigate a portion of the exposure to adverse market
changes, the Managing General Partner has entered into various derivative
instruments on behalf of the Partnership.  As of September 30, 2008,
our oil and natural gas derivative instruments were comprised of “swaps” and
“collars.”  These instruments generally consist of CIG index-based
contracts for Colorado natural gas production and NYMEX index-based swaps
for our Colorado oil production.





·
            For
      swap instruments, PDC, as Managing General Partner, receives a fixed price
      for the derivative contracts and pay a floating market price to the
      counterparty. The fixed-price payment and the floating-price payment are
      netted, resulting in a net amount due to or from the
      counterparty.





·
            Collars
      contain a fixed floor price (put) and ceiling price (call). If the market
      price exceeds the call strike price or falls below the fixed put strike
      price, PDC, as Managing General Partner, receives the fixed price and pays
      the market price.  If the market price is between the call and
      put strike price, no payments are due either
  party.





The Managing General Partner purchases
floor and ceiling “collars” to protect against price declines in future
periods.  While these derivatives are structured to reduce the
Partnership's exposure to changes in price associated with the derivative
commodity, they also limit the benefit the Partnership might otherwise have
received from price changes in the physical market.





23
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





The
following table presents monthly average NYMEX and CIG closing prices for oil
and natural gas for the nine months ended September 30, 2008, and the year ended
December 31, 2007, as well as average sales prices the Partnership realized for
the respective commodity.




NineMonths
                      
                      
                      YearEnded
                      
                      
                      EndedSeptember
                      
                      
                      December30,
      2008
                      
                      
                      31,
      2007Average
      Index Closing Prices:Oil
      (per Barrel)NYMEX
                      
                      $
                      112.39
                      
                      
                      $
                      69.79Natural
      Gas (per Mmbtu)CIG
                      
                      
                      7.09
                      
                      
                      
                      3.97Average
      Sales Price:Oil
                      
                      
                      105.77
                      
                      
                      
                      76.00Natural
      Gas
                      
                      $
                      6.97
                      
                      
                      $
                      6.33





Based on a sensitivity analysis as of
September 30, 2008, it was estimated that a 10% increase in oil and natural gas
prices over the entire period for which the Partnership has derivatives
currently in place would have resulted in a decrease in unrealized gains of
$4,442,844 and a 10% decrease in oil and natural gas prices would have resulted
in an increase in unrealized gains of $4,503,545.





See Note
3, Transactions with Managing
General Partner and Affiliates and Note 4, Derivative Financial
Instruments to the accompanying unaudited condensed financial statements
for additional disclosure regarding derivative instruments including, but not
limited to, a summary of the open derivative positions as of November 10,
2008.





Credit
Risk





By using derivative financial
instruments to manage exposures to changes in commodity prices, the Partnership
exposes itself to credit risk.  Credit risk is the failure of the
counterparty to perform under the terms of the derivative
contract.  When the fair value of a derivative contract is positive,
the counterparty owes the Managing General Partner, which in turn owes the
Partnership, thus creating repayment risk.





The Managing General Partner attempts
to reduce credit risk by diversifying our counterparty exposure and entering
into transactions with high-quality counterparties.  Where exposed to
credit risk, the Managing General Partner analyzes the counterparties’ financial
condition prior to entering into an agreement, establishes credit limits and
monitors the appropriateness of those limits on an ongoing basis.  The
Managing General Partner has experienced no counterparty defaults
losses.





The
Partnership’s commodity-based derivative contracts expose the Partnership to the
credit risk of non-performance by the counterparty to the
contracts.  These contracts consist of fixed-price swaps and
collars.  The Managing General Partner uses two investment grade
financial institutions as counterparties to derivative contracts.  PDC
has evaluated the credit risk of receivables from counterparties using credit
default swap values for each counterparty with the outstanding derivative
positions for the appropriate time period to calculate the maximum
exposure.  The Managing General Partner has evaluated the maximum
credit risk exposure and determined that it is immaterial to the
Partnership.  The recent disruption in the credit market has had a
significant adverse impact on a number of financial institutions.  The
Managing General Partner has reviewed the credit worthiness of these financial
institutions.  However, our procedures and the credit agencies ratings
and reports cannot guarantee performance in these uncertain times.




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ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)




Disclosure
of Limitations




Because
the information above included only those exposures that exist at September 30,
2008, it does not consider those exposures or positions which could arise after
that date.  As a result, the Partnership's ultimate realized gain or
loss with respect to commodity price fluctuations depends on the future
exposures that arise during the period, the Partnership's hedging strategies at
the time and commodity prices at the time.








Item4T.  Controls and Procedures





The
Partnership has no direct management or officers.  The management,
officers and other employees that provide services on behalf of the Partnership
are employed by the Managing General Partner.





As
discussed in Petroleum Development Corporation’s Annual Report on Form 10-K for
the year ended December 31, 2007, the Managing General Partner did not maintain
effective controls as of December 31, 2007, over the (1) completeness, accuracy,
validity and restricted access of certain key financial statement spreadsheets
that support all significant balance sheet and income statement accounts and (2)
policies and procedures, or personnel with sufficient technical expertise to
record derivative activities in accordance with generally accepted accounting
principles.





This
Partnership quarterly report does not include a report of the Managing General
Partnership management’s assessment regarding the Partnership’s internal control
over financial reporting or an attestation report of the Partnership’s
registered public account firm due to a transition period established by rules
of the SEC for newly public companies.





Evaluation
of Disclosure Controls and Procedures





As
of September 30, 2008, PDC, as Managing General Partner on behalf of the
Partnership, carried out an evaluation, under the supervision and with the
participation of the Managing General Partner's management, including its Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Partnership's disclosure controls and
procedures.  Disclosure controls and procedures are defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) as the controls and procedures of an
issuer that are designed to ensure that information required to be disclosed by
the issurer in the reports it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and
communicated to the issuer’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.





Management
of the Managing General Partner identified the following material weaknesses
related to the effectiveness of the Partnership’s internal controls over
financial reporting as of September 30, 2008:





·
            The
      support for the Partnership’s general ledger depends in part on the
      effectiveness of controls of the Managing General Partner’s
      spreadsheets.  The overall ineffectiveness of the Managing
      General Partner's spreadsheet controls could have a material effect on the
      Partnership’s financial statements.  The Partnership did not
      maintain effective controls to ensure the completeness, accuracy, and
      validity of key financial statement spreadsheets generated by the Managing
      General Partner.  These spreadsheets are utilized by the
      Partnership to support significant balance sheet and income statement
      accounts.





·
            The
      support for the Partnership’s derivative calculations depends in part on
      the effectiveness of controls of the Managing General Partner’s
      process.  The overall effectiveness of the Managing General
      Partner's derivative controls could have a material effect on the
      Partnership’s financial statements.  The Partnership did not
      maintain effective controls to ensure that the Managing General Partner
      had policies and procedures, or personnel with sufficient technical
      expertise to record derivative activities in accordance with generally
      accepted accounting principles.





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ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





These
material weaknesses could result in a misstatement of our financial statement
accounts and disclosures that would result in a material misstatement of the
annual or interim financial statements that would not be prevented or detected
in a timely manner.  However, due to the nature and extent of the
material weaknesses noted, the Partnership is not able to quantify the dollar
amount of exposure or potential range of the dollar amount of potential
revisions to the financial statements from these material
weaknesses.





Based on
the material weaknesses cited above, in conjunction with the Managing General
Partner’s material weaknesses in the same two areas, the Managing General
Partner’s Chief Executive Officer and Chief Financial Officer concluded that the
Partnership’s disclosure controls and procedures were not effective as of
September 30, 2008.  Because of these material weaknesses, we
performed additional procedures to ensure that the accompanying unaudited
condensed financial statements as of and for the three and nine months ended
September 30, 2008, were fairly presented in all material respects in accordance
with generally accepted accounting principles. These additional procedures
consisted of enhanced analytical procedures, performed during the March 30,
2008, June 30, 2008 and September 30, 2008 quarterly financial closings, by
Partnership personnel to test the reasonableness of spreadsheet information
provided by the Managing General Partner.  These reasonableness tests
were used to assess the validity of the information in the
spreadsheets.  Partnership personnel also reviewed spreadsheets for
completeness and tested them for accuracy.





Changes
in Internal Control Over Financial Reporting





There
were no changes in internal control over financial reporting in the second
quarter of 2008. During the first and third quarters of 2008, the Managing
General Partner made the following changes in the Partnership's internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect, the Partnership's internal controls over financial
reporting:





·
            During
      the first quarter of 2008, the Managing General Partner implemented the
      general ledger, accounts receivable, cash receipts, revenue, financial
      reporting, and joint interest billing modules as part of a new broader
      financial system.  The Managing General Partner had planned to
      implement a Partnership distribution module in 2008, however, the Managing
      General Partner currently does not expect this module to be in place until
      2009.  The new financial system will enhance operating
      efficiencies and provide more effective management of Partnership business
      operations and processes.  The Managing General Partner believes
      the phased-in implementation approach it is taking reduces the risks
      associated with the new financial system implementation. The Managing
      General Partner has taken the necessary steps to monitor and maintain
      appropriate internal controls during this period of
      change.  These steps include documenting all new business
      process changes related to the new financial statement; testing all new
      business processes on the new financial  system; and conducting
      training related to the new business processes and to the new financial
      system software.  The Managing General Partner expects the
      implementation of the new financial system will strengthen the overall
      systems of internal controls due to enhanced automation and integration of
      related processes.  The Managing General Partner continues to
      modify the design and documentation of internal control processes and
      procedures related to the new financial system to supplement and
      complement existing internal controls over financial
      reporting.  The system changes were developed to integrate
      systems and consolidate information, and were not undertaken in response
      to any actual or perceived deficiencies in the Partnership's internal
      control over financial reporting.  Testing of the controls
      related to these new systems is ongoing and is included in the scope of
      the Managing General Partner's assessment of the Partnership's internal
      control over financial reporting for
2008.





·
            During
      the third quarter of 2008, the Managing General Partner improved controls
      over certain key financial statement spreadsheets that support all
      significant balance sheet and income statement
      accounts.  Specifically, the Managing General Partner enhanced
      the spreadsheet policy to provide additional clarification and guidance
      with regard to risk assessment and enforced controls over:  1)
      the security and integrity of the data used in the various spreadsheets,
      2) access to the spreadsheets, 3) changes to spreadsheet functionality and
      the related approval process and documentation and 4) increased
      management’s review of the
spreadsheets.





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ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





·
            During
      the third quarter of 2008, in addition to accredited derivative training
      attended by key personnel, the Managing General Partner created and
      documented a desktop procedure to:  1) ensure the completeness
      and accuracy of the Managing General Partner’s derivative activities and
      2) supplement key controls previously existing in the
      process.  Further, the desktop procedure provides for a more
      robust review of the Managing General Partner’s derivative
      process.  This procedure will continue to be enhanced throughout
      the fourth quarter of 2008.





Remediation
of Material Weaknesses in Internal Control





PDC, the
Managing General Partner, with oversight from the Audit Committee of its Board
of Directors, has been addressing the material weaknesses disclosed in its 2007
Annual Report on Form 10-K and Item 4 of its subsequently filed Quarterly
Reports on Form 10-Q.  The Managing General Partner believes, through
the implementation of the above changes in internal controls over financial
reporting, that it will be able to remediate these known material weaknesses as
of December 31, 2008.  However, these control weaknesses will not be
considered remediated until the changes in internal controls over financial
reporting are operating effectively for a sufficient period of time and PDC has
concluded, through testing, that these controls are operating
effectively.





Until
PDC, the Managing General Partner, has concluded that it has remediated these
known material weaknesses in internal control over financial reporting, the
Managing General Partner will perform additional analysis and procedures in
order to ensure that its condensed consolidated financial statements contained
in its subsequent SEC filings are prepared in accordance with generally accepted
accounting principles in the United States.




The
Managing General Partner continues to evaluate the ongoing effectiveness and
sustainability of these changes in internal control over financial reporting,
and, as a result of the ongoing evaluation, may identify additional changes to
improve internal control over financial reporting.  Further
information regarding the material weaknesses of the Managing General Partner
referenced above may be found in the Managing General Partner, PDC’s Annual
Report on 10-K for the year ended December 31, 2007 under Item 8 Financial
Statements and Supplementary Data Management’s Report on Internal
Control Over Financial Reporting and Item 9A, Controls and Procedures,
contained therein.





In
addition to the remedial measures already taken by the Partnership personnel and
the Managing General Partner, the Partnership plans to initiate a plan to make
similar changes to internal control over financial reporting to improve controls
over certain key financial statement spreadsheets that support all significant
balance sheet and income statement accounts.  The Partnership will
also create and document a procedural framework to ensure the completeness and
accuracy of the Partnership’s derivative activities.  This plan is
expected to be complete by December 31, 2008 with implementation planned for the
first half of 2009.  At present, the Partnership has not quantified
the cost of this initiative, however the majority of this cost is expected to be
paid by the Managing General Partner.








PART
II – OTHER INFORMATION





Item1.    Legal Proceedings





Information
regarding Rockies Region 2007 Limited Partnership (the “Partnership” or
“Registrant”) legal proceedings can be found in Note 7, Commitments and
Contingencies, to our accompanying unaudited condensed financial
statements.





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ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





Item1A. Risk Factors





As a
smaller reporting company, the Partnership refers the reader to its current
required risk factor disclosure contained in Item 1A, Risk Factors, of the
Partnership's Second Amendment to Form 10 filed with the Securities and Exchange
Commission, or SEC, on November 14, 2008





The
Partnership faces many risks.  Factors that could materially adversely
affect its business, financial condition, operating results and liquidity are
described Item 1A, Risk
Factors, of the Partnership's Second Amendment to Form 10 filed with the
Securities and Exchange Commission, or SEC, on November 14,
2008.  This information should be considered carefully, together with
other information in this report and other reports and materials the Partnership
files with the SEC.  Material changes from the risk factors previously
disclosed in the Partnership's Form 10/A are the addition of the third paragraph
to the  state laws and regulations and the inclusion of disclosure on
the risk factors associated to the current global financial market
conditions.





The
Partnership is subject to complex federal, state, local and other laws and
regulations that could adversely affect the cost, manner or feasibility of doing
business.





The
Partnership’s oil and natural gas development and production are regulated
extensively at the federal, state and local levels. Environmental and other
governmental laws and regulations have increased the costs to plan, design,
drill, install, operate and abandon natural gas and oil wells.  Under
these laws and regulations, the Partnership could also be liable for personal
injuries, property damage and other damages.  Failure to comply with
these laws and regulations may result in the suspension or termination of
operations and subject us to administrative, civil and criminal
penalties.  Moreover, public interest in environmental protection has
increased in recent years, and environmental organizations have opposed, with
some success, certain drilling projects.





Part of
the regulatory environment includes federal requirements for obtaining
environmental assessments, environmental impact studies and/or plans of
development before commencing exploration and production
activities.  In addition, Partnership activities are subject to the
regulation by natural gas and oil-producing states of conservation practices and
protection of correlative rights.  These regulations affect
operations, increase the cost of development and production and limit the
quantity of natural gas and oil that can be produced and sold.  A
major risk inherent in Partnership drilling plans is the need to obtain drilling
permits from state and local authorities.  Delays in obtaining
regulatory approvals, drilling permits, the failure to obtain a drilling permit
for a well or the receipt of a permit with unreasonable conditions or costs
could have a material adverse effect on the Partnership’s ability to explore on
or develop our properties.  Additionally, the natural gas and oil
regulatory environment could change in ways that might substantially increase
our financial and managerial costs to comply with the requirements of these laws
and regulations and, consequently, adversely affect the Partnership’s
profitability.  Furthermore, these additional costs may put the
Partnership at a competitive disadvantage compared to larger companies in the
industry which can spread such additional costs over a greater number of wells
and larger operating staff.





Illustrative
of these risks, are regulations currently proposed by the State of Colorado
which target the oil and natural gas industry.  These multi-faceted
proposed regulations significantly enhance requirements regarding oil and
natural gas permitting, environmental requirements, and wildlife
protection.  The wildlife protection requirements, in particular,
could require an intensive wildlife survey prior to any drilling, and may
further entirely prohibit drilling for extended periods during certain wildlife
breeding seasons.  Many landowners and energy companies are
strenuously opposing these proposed regulatory changes, and it is impossible at
this time to assess the form of the final regulations or the cost to the
Partnership.  Significant permitting delays and increased costs could
result from any final regulations.





Recent
disruptions in the global financial markets and the likely related economic
downturn may further decrease the demand for oil and gas and the process of oil
and gas.





During
the third quarter of 2008 and to date, prices for oil and gas decreased
significantly.  The well-publicized global financial market
disruptions and the related economic downturn may additionally decrease demand
for oil and gas and therefore lower oil and gas prices.  If there is
such an additional reduction in demand, the production of gas in particular may
be in oversupply.  We operate in a highly competitive industry, and
certain competitors may have lower operating costs in such an
environment.  Furthermore, as a result of these disruptions in the
financial markets, it is possible that in future years the Partnership would not
be able to borrow sufficient funds to recomplete most of the wells producing
from the Codell formation in the Wattenberg Field wells after they have been in
production for five years or more, although the exact timing may be delayed or
accelerated due to changing commodity prices.  For more information
regarding the Wattenberg Field recompletion plan, see Item 1 Business, Plan of Operations of the
Partnership’s Second Amendment to Form 10 filed November 14, 2008.





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ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





Item2.    Unregistered Sales of Equity
Securities and Use of Proceeds





Unit Repurchase
Program  Beginning May 2011, the third anniversary of the date
of the first Partnership cash distributions, Investor Partners of the
Partnership may request the Managing General Partner repurchase their respective
individual investor units, up to an aggregate total limit during any calendar
year for all requesting Investor Partner unit repurchases, of 10% of the initial
subscription units. There were no repurchases under the Unit Repurchase Program,
during the three and nine months ended September 30, 2008.





Other
Repurchases  Individual investor partners periodically offer
and PDC repurchases, units on a negotiated basis before the third anniversary of
the date of the first cash distribution.  There were no other
repurchases of individual investor units during the three and nine months
ended September 30, 2008.








Item3.    Defaults Upon Senior
Securities





None.








Item4.    Submission of Matters to a Vote of
Security Holders





None.








Item5.    Other Information





None.








Item6.    Exhibits.





Exhibit
                    No.
                  
                  Description31.1
                  
                  Certification
      by Chief Executive Officer of Petroleum Development Corporation, the
      Managing General Partner of the Partnership, pursuant to Rule 13a-14(a)
      and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.31.2
                  
                  Certification
      by Chief Financial Officer of Petroleum Development Corporation, the
      Managing General Partner of the Partnership, pursuant to Rule 13a-14(a)
      and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 200232.1
                  
                  Certification
      by Chief Executive Officer of Petroleum Development Corporation,
      the  Managing General Partner of the Partnership, pursuant to
      Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      Sarbanes-Oxley Act of 2002.32.2
                  
                  Certification
      by Chief Financial Officer of Petroleum Development Corporation,
      the  Managing General Partner of the Partnership, pursuant to
      Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      Sarbanes-Oxley Act of
2002.




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ROCKIESREGION 2007 LIMITED PARTNERSHIP


(A West Virginia Limited
Partnership)





SIGNATURES




Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.




Rockies
Region 2007 Limited Partnership


By its
Managing General Partner


Petroleum
Development Corporation





By/s/ Richard W.
McCullough


Richard
W. McCullough


Chief
Executive Officer


November
19, 2008





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:





Signature
              Title
              Date/s/ Richard W. McCullough
              Chief
      Executive Officer
              November
      19, 2008Petroleum
      Development Corporation,Managing
      General Partner of the Registrant(Principal
      financial officer)/s/ Darwin L. Stump
              Chief
      Accounting Officer
              November
      19, 2008Petroleum
      Development Corporation,Managing
      General Partner of the Registrant(Principal
      accounting officer)






30