UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D. C.  20549





FORM
10-Q/A
 (AMENDMENT
NO. 1)





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


For
the quarterly period ended June 30, 2008





OR





£ 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)
842-6256


(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 T     
No £





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 £
            Accelerated
      filer £Non-accelerated
      filer £
            Smaller
      reporting company T





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





Yes £     No
T







At
September 30, 2008, the Partnership had 4,470 Investor Partner units
outstanding.













ROCKIES REGION 2007 LIMITED PARTNERSHIP








TABLE OF
CONTENTS








PART
      I – FINANCIAL INFORMATIONItem 1.
            
            Unaudited Condensed Financial StatementsBalance Sheets
            3Statements of Operations
            4Statement of Cash Flows
            5Notes to Financial Statements
            6Item 2.
            
            Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
            14Item 3.
            
            Quantitative and Qualitative Disclosures About Market
      Risk
            20Item 4.
            
            Controls and Procedures
            23PART
      II – OTHER INFORMATIONItem 1.
            
            Legal Proceedings
            25Item 1A.
            
            Risk Factors
            25Item 2.
            
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            25Item 3.
            
            Defaults Upon Senior Securities
            26Item 4.
            
            Submission of Matters to a Vote of Security
      Holders
            26Item 5.
            
            Other Information
            26Item 6.
            
            Exhibits
            26SIGNATURES
            27




2
 Table of Contents




EXPLANATORY
NOTE
 
 The
purpose of this Amendment No. 1 to Rockies Region 2007 Limited Partnership’s
Form 10-Q for the period ended June 30,2008, filed on September 30, 2008 (the
“Original Filing”), is to update the financial statements to comply with Rule
3-12 of Regulation S-X and to revise and/or add additional disclosures in
response to comments received from the staff of the Securities and Exchange
Commission.




PART 1 - FINANCIAL INFORMATION





Item
1.  Unaudited Condensed Financial Statements





ROCKIES REGION 2007 LIMITED PARTNERSHIP


Condensed
Balance Sheets


(Unaudited)





June
      30,
              2008
            
            
            December
      31,
              2007*AssetsCurrent
      assets:Cash
      and cash equivalents
            
            $
            1,329,272
            
            
            $
            783,845Accounts
      receivable - oil and gas sales
            
            
            12,615,630
            
            
            
            1,160,201Interest
      receivable
            
            
            -
            
            
            
            531,867Oil
      inventory
            
            
            42,572
            
            
            
            -Total
      current assets
            
            
            13,987,474
            
            
            
            2,475,913Oil
      and gas properties, successful efforts method
            
            
            75,613,477
            
            
            
            10,373,394Wells
      in progress
            
            
            27,666,959
            
            
            
            40,286,695Drilling
      advances to Managing General Partner
            
            
            14,707,719
            
            
            
            67,045,826Oil
      and gas properties, at cost
            
            
            117,988,155
            
            
            
            117,705,915Less
      accumulated depreciation, depletion and amortization
            
            
            (4,557,875
            )
            
            
            (464,341
            )Oil
      and gas properties, net
            
            
            113,430,280
            
            
            
            117,241,574Total
      Assets
            
            $
            127,417,754
            
            
            $
            119,717,487Liabilities and
      Partners' EquityCurrent
      liabilities:Production
      taxes payable
            
            $
            951,917
            
            
            $
            87,479Due
      to Managing General Partner-derivatives
            
            
            15,587,002
            
            
            
            319,365Due
      to Managing General Partner-other
            
            
            2,723,793
            
            
            
            29,995Total
      current liabilities
            
            
            19,262,712
            
            
            
            436,839Due
      to Managing General Partner - derivatives, long-term
            
            
            9,445,579
            
            
            
            -Asset
      retirement obligations
            
            
            346,212
            
            
            
            55,643Total
      liabilities
            
            
            29,054,503
            
            
            
            492,482Commitments
      and contingenciesPartners'
      equity:Managing
      General Partner
            
            
            31,523,267
            
            
            
            39,242,116Investor
      Partners - 4,470 units issued and outstanding
            
            
            66,839,984
            
            
            
            79,982,889Total
      Partners' Equity
            
            
            98,363,251
            
            
            
            119,225,005Total
      Liabilities and Partners' Equity
            
            $
            127,417,754
            
            
            $
            119,717,487




__________


*Derived
from audited 2007 balance sheet.





See
accompanying notes to unaudited condensed financial statements.





3
 Table of Contents




ROCKIES REGION 2007 LIMITED PARTNERSHIP


Condensed
Statements of Operations


(Unaudited)





Three
      months
              ended
      June 30,
              2008
            
            
            Six
      months
              ended
      June 30,
              2008Revenues:Oil
      and gas sales
            
            $
            12,615,631
            
            
            $
            17,696,723Oil
      and gas price risk management loss, net
            
            
            (19,657,987
            )
            
            
            (26,571,480
            )Total
      revenues
            
            
            (7,042,356
            )
            
            
            (8,874,757
            )Operating
      costs and expenses:Production
      and operating costs
            
            
            1,640,573
            
            
            
            2,182,249Direct
      costs - general and administrative
            
            
            220,925
            
            
            
            259,824Depreciation,
      depletion and amortization
            
            
            2,781,142
            
            
            
            4,093,534Accretion
      of asset retirement obligations
            
            
            5,703
            
            
            
            8,329Total
      operating costs and expenses
            
            
            4,648,343
            
            
            
            6,543,936Loss
      from operations
            
            
            (11,690,699
            )
            
            
            (15,418,693
            )Interest
      income, net
            
            
            37,448
            
            
            
            75,634Net
      loss
            
            $
            (11,653,251
            )
            
            $
            (15,343,059
            )Net
      loss allocated to partners
            
            $
            (11,653,251
            )
            
            $
            (15,343,059
            )Less
      Mananging General Partner's interest in net loss
            
            
            (4,311,703
            )
            
            
            (5,676,932
            )Net
      loss allocated to Investor Partners
            
            $
            (7,341,548
            )
            
            $
            (9,666,127
            )Net
      loss per Investor Partner unit
            
            $
            (1,642
            )
            
            $
            (2,162
            )Investor
      Partner units outstanding
            
            
            4,470
            
            
            
            4,470








See
accompanying notes to unaudited condensed financial statements.





4
 Table of Contents




ROCKIES REGION 2007 LIMITED PARTNERSHIP


Condensed
Statement of Cash Flows


(Unaudited)





Six
      months
              ended
      June 30,
              2008Cash
      flows from operating activities:Net
      loss
            
            $
            (15,343,059
            )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation,
      depletion and amortization
            
            
            4,093,534Accretion
      of asset retirement obligations
            
            
            8,329Unrealized
      loss on derivative transactions
            
            
            24,713,216Changes
      in operating assets and liabilities:Accounts
      receivable - oil and gas sales
            
            
            (11,455,429
            )Interest
      receivable
            
            
            531,867Oil
      inventory
            
            
            (42,572
            )Production
      taxes payable
            
            
            864,438Due
      to Managing General Partner - other
            
            
            2,693,798Net
      cash provided by operating activities
            
            
            6,064,122Cash
      flows from financing activities:Distributions
      to Partners
            
            
            (5,518,695
            )Net
      cash used in financing activities
            
            
            (5,518,695
            )Net
      increase in cash and cash equivalents
            
            
            545,427Cash
      and cash equivalents, beginning of period
            
            
            783,845Cash
      and cash equivalents, end of period
            
            $
            1,329,272Supplemental
      disclosure of non-cash investing activity:Asset
      retirement obligation, with corresponding increase to oil and gas
      properties
            
            $
            282,240








See
accompanying notes to unaudited condensed financial statements.





5
 Table of Contents





ROCKIES REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)







(1)
            GENERAL AND BASIS OF
      PRESENTATION





The
Rockies Region 2007 Limited Partnership (the “Partnership”) 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 partnership 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.





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 Unites 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
(“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 six months ended June 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, may 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 thereto included in
the Partnership's Form 10/A unaudited condensed for the period ended December
31, 2007, as filed with the SEC on August 6, 2008.





Though
formed on May 22, 2007, the Partnership was not funded, and therefore had no
reportable financial activity until August 31, 2007.  Therefore, no
comparable period has been presented in the income statement for
2007.





(2)
            RECENT ACCOUNTING
      STANDARDS





Recently Adopted Accounting
Standards





We
adopted the provisions of Statement of Financial Accounting Standards ("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 ("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, we have 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.  We are currently
evaluating the potential effect that the nonfinancial assets and liabilities
provisions of SFAS No. 157 will have on our financial statements when adopted in
2009.  See Note 5 for further details on our fair value
measurements.





6
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)





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 will be effective as of the
beginning of an entity's first fiscal year beginning after November 15,
2007.  As of June 30, 2008, we had not elected, nor do we intend, to
measure additional financial asset and liabilities at fair value.





In April
2007, the FASB issued FSP FIN No. 39-1, Amendment of FASB Interpretation No.
39 ("FIN No. 39-1'), 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 our financial
statements.





RecentlyIssued Accounting
Standards





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 do not expect the
adoption of SFAS No. 161 to have a material impact on our financial statements
and related disclosures.




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 did not have a material impact on the
Partnership’s financial statements.




7
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)





(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.  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.”





Through
June 30, 2008, the Partnership paid the Managing General Partner $34,264 for
well operation fees. Additionally, of the $5,518,695 in equity distributions
paid, $2,041,914 was paid to the Managing General Partner through June 30, 2008,
with the rest 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 index “CIG” -based contracts for
Colorado natural gas production and NYMEX – 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
Managing General Partner receives for the volume of oil and natural gas to which
the derivative relates.





The
Partnership accounts for derivative financial instruments in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Certain Hedging Activities, as
amended.  Our derivative instruments do not qualify for use of hedge
accounting under the provisions of SFAS No. 133.  Accordingly, we
recognize all derivative instruments as either assets or liabilities on our
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 loss, net.





We are
exposed to the effect of market fluctuations in the prices of oil and natural
gas as they relate to our 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.  We employ established policies
and procedures to manage the risks associated with these market fluctuations
using commodity derivatives.  Our policy prohibits the use of oil and
natural gas derivative instruments for speculative purposes.




Risk Management
Strategies.  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 June 30, 2008, the Partnership’s
oil and natural gas derivative instruments were comprised of swaps and collars.
These instruments generally consist of Colorado Interstate Gas Index ("CIG")
-based contracts for Colorado natural gas production and NYMEX-based swaps for
our Colorado oil production.





●
            For
      swap instruments, the Partnership 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, we receive the fixed price and pay the market price.  If
      the market price is between the call and put strike price, no payments are
      due either party.





8
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)







We
purchase collars and fixed-price swaps for our 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 our exposure to changes in price
associated with the derivative commodity, they also limit the benefit we might
otherwise have received from price changes in the physical market.





The
following table summarizes our open derivative positions as of June 30,
2008.





Open
      Derivative Positions as of June 30, 2008Short-term
            
            
            Long-term
            
            
            TotalNatural
      gas floors
            
            $
            146,927
            
            
            $
            459,492
            
            
            $
            606,419Natural
      gas ceilings
            
            
            (573,325
            )
            
            
            (446,230
            )
            
            
            (1,019,555
            )Natural
      gas swaps
            
            
            (6,623,869
            )
            
            
            0
            
            
            
            (6,623,869
            )Oil
      Swaps
            
            
            (8,536,735
            )
            
            
            (9,458,841
            )
            
            
            (17,995,576
            )Total
            
            $
            (15,587,002
            )
            
            $
            (9,445,579
            )
            
            $
            (25,032,581
            )





The
maximum term for the derivative contracts listed above is 30
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
              ended
            
            
            Six
      months
              endedJune 30,
      2008Realized
      lossOil
            
            $
            (1,149,281
            )
            
            $
            (1,411,914
            )Gas
            
            
            (446,350
            )
            
            
            (446,350
            )Total
      realized loss
            
            
            (1,595,631
            )
            
            
            (1,858,264
            )Unrealized
      loss
            
            
            (18,062,356
            )
            
            
            (24,713,216
            )Oil
      and gas price risk management loss, net
            
            $
            (19,657,987
            )
            
            $
            (26,571,480
            )








(5)
            FAIR VALUE
      MEASUREMENTS





As
described above in Note 2, we 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)







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 our commodity derivatives for CIG based natural gas swaps,
oil swaps, and oil and natural gas options.




Determination of fair
value.  We measure fair value based upon quoted market prices,
where available.  Our 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.  Our
valuation determination also gives consideration to our nonperformance risk on
our own liabilities as well as the credit standing of our
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 we believe 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 our assets and liabilities including both current and
non-current portions, measured at fair value on a recurring basis as of June 30,
2008:





Level
      1
            
            
            Level
      2
            
            
            Level
      3
            
            
            TotalLiabilities:Net
      fair value of commodity based derivatives
            
            $
            -
            
            
            $
            -
            
            
            $
            (25,032,581
            )
            
            $
            (25,032,581
            )








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





Three
      months
              ended
            
            
            Six
      months
              endedJune 30, 2008Balance
      at beginning of period
            
            $
            (6,970,225
            )
            
            $
            (319,365
            )Realized
      and unrealized losses presented in oil and gas price risk management loss,
      net
            
            
            (19,657,987
            )
            
            
            (26,571,480
            )Purchases,
      sales, issuances and settlements, net
            
            
            1,595,631
            
            
            
            1,858,264Balance
      at end of period
            
            $
            (25,032,581
            )
            
            $
            (25,032,581
            )








(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.  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:





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ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)







Unaudited
                June 30,
      2008
            
            
            December
      31, 2007Leasehold
      costs
            
            $
            1,839,901
            
            
            $
            438,183Development
      costs
            
            
            73,773,576
            
            
            
            9,935,211Oil
      and gas properties, successful efforts method
            
            
            75,613,477
            
            
            
            10,373,394Wells
      in progress
            
            
            27,666,959
            
            
            
            40,286,695Drilling
      advances to Managing General Partner
            
            
            14,707,719
            
            
            
            67,045,826Oil
      and gas properties, at cost
            
            
            117,988,155
            
            
            
            117,705,915Less
      accumulated depreciation, depletion and amortization
            
            
            (4,557,875
            )
            
            
            (464,341
            )Oil
      and gas properties, net
            
            $
            113,430,280
            
            
            $
            117,241,574





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 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.
 
 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 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.  Final
approval and distribution is expected around March 1, 2009.  These
amounts will be deducted from future Partnership distributions.
 
 Derivative
Contracts.  We would be exposed to oil and natural gas price
fluctuations on underlying purchase and sale contracts should the counterparties
to our derivative instruments not perform.  Nonperformance is not
anticipated.  We have had no counterparty default losses.


(8)
            NET PROVED OIL AND
      NATURAL GAS RESERVES
(UNAUDITED)





During
the quarter ended June 30, 2008, the Partnership completed 67 producing wells
adding significant oil and natural gas reserves, thus the Partnership is
disclosing the supplemental reserve information below.





Our
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 estimating
proved reserves at June 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.





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ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)







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.





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





Oil
      (Bbls)June 30,
              2008
            
            
            December 31,
              2007Proved
      reserves:Beginning
      of period
            
            
            361,100
            
            
            
            -Revisions
      of previous estimates
            
            
            49,000
            
            
            
            -New
      discoveries, extensions and other additions
            
            
            1,738,400
            
            
            
            374,300Production
            
            
            (97,700
            )
            
            
            (13,200
            )End
      of Period
            
            
            2,050,800
            
            
            
            361,100








Gas
      (Mcfs)June 30,
              2008
            
            
            December 31,
              2007Proved
      reserves:Beginning
      of period
            
            
            1,207,200
            
            
            
            -Revisions
      of previous estimates
            
            
            352,800
            
            
            
            -New
      discoveries, extensions and other additions
            
            
            34,254,500
            
            
            
            1,231,500Production
            
            
            (927,500
            )
            
            
            (24,300
            )End
      of Period
            
            
            34,887,000
            
            
            
            1,207,200








Natural
      gas
            
            
            Oil(Mcf)
            
            
            (Bbls)Proved
      Developed Reserves, as of:December
      31, 2007
            
            
            599,714
            
            
            
            191,281June
      30, 2008
            
            
            19,532,481
            
            
            
            1,148,270








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 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 production, development, site restoration
and abandonment costs are derived based on current costs 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, Drilling Activities.”





12
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ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)







Period
      EndedJune 30,
              2008
            
            
            December 31,
              2007Future
      estimated cash flows
            
            $
            625,837,700
            
            
            $
            38,136,800Future
      estimated production costs
            
            
            (115,766,000
            )
            
            
            (6,113,700
            )Future
      estimated development costs
            
            
            (20,740,500
            )
            
            
            (2,505,900
            )Future
      net cash flows
            
            
            489,331,200
            
            
            
            29,517,20010%
      annual discount for estimated timing of cash flows
            
            
            (241,373,000
            )
            
            
            (14,741,500
            )Standardized
      measure of discounted future estimated net cash flows
            
            $
            247,958,200
            
            
            $
            14,775,700





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





Period
      EndedJune 30,
              2008
            
            
            December 31,
              2007Sales
      of oil and gas production, net of production costs
            
            $
            (15,515,000
            )
            
            $
            (1,038,300
            )Net
      changes in prices and production costs
            
            
            16,113,000
            
            
            
            521,000Extensions,
      discoveries, and improved recovery, less related costs
            
            
            220,466,500
            
            
            
            14,776,000Development
      cost incurred during the period
            
            
            -
            
            
            
            -Revisions
      of previous quantity estimates
            
            
            4,282,000
            
            
            
            -Accretion
      of discount
            
            
            525,000
            
            
            
            -Other
            
            
            7,311,000
            
            
            
            517,000Net
      change
            
            $
            233,182,500
            
            
            $
            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.




13
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ROCKIES REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)








Item
      2.
            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”).  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 our estimates of the sufficiency of our existing
capital sources, our 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, in successfully drilling
productive wells and in prospect development and property acquisitions and in
projecting future rates of production, the timing of development expenditures
and drilling of wells, our ability to sell our produced natural gas and oil and
the prices we receive for  production, our 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 our 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/A, our Report on Form 10 filed on
April 29, 2008 (“the Original Filing”) and Amendment No. 2 filed on November 14,
2008, and our other SEC filings and public disclosures.  We undertake
no duty to update or revise these forward-looking
statements.





Overview





The
results of operations for the three and six months ended June 30, 2008, were
significantly impacted by record high oil and natural gas prices, which
benefited the Partnership in terms of oil and natural gas sales and cash flows
from operating activities, but also resulted in significant realized and
unrealized oil and gas price risk management losses.  See Oil and gas price risk management
loss, net discussion below for a detailed discussion of realized and
unrealized losses on oil and natural gas derivative activity





Oil and
natural gas production are following an anticipated curve line for wells in the
Colorado region, increasing each quarter as wells were brought into production
from December 2007 through June 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 36.1% 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 Operation.





14
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)








Three
      months ended
            
            
            Six
      months ended(Unaudited)
            
            June 30,
              2008
            
            
            March 31,
              2008
            
            
            December 31,
              2007
            
            
            June 30,
              2008Number
      of Producing Wells (end of period)
            
            
            80
            
            
            
            37
            
            
            
            13
            
            
            
            80Production:Natural
      gas (Mcf)
            
            
            647,174
            
            
            
            280,302
            
            
            
            24,330
            
            
            
            927,476Oil
      (Bbl)
            
            
            60,856
            
            
            
            36,813
            
            
            
            13,241
            
            
            
            97,669Natural
      gas equivalents (Mcfe)
            
            
            1,012,311
            
            
            
            501,180
            
            
            
            103,776
            
            
            
            1,513,491Average
      Selling Price:Natural
      gas (per Mcf)
            
            $
            8.51
            
            
            $
            7.04
            
            
            $
            6.33
            
            
            $
            8.06Oil
      (per Bbl)
            
            $
            116.82
            
            
            $
            84.45
            
            
            $
            76.00
            
            
            $
            104.62Natural
      gas equivalents (per Mcfe)
            
            $
            12.46
            
            
            $
            10.14
            
            
            $
            11.18
            
            
            $
            11.69Average
      Selling Price (including realized losses on derivatives)Natural
      gas (per Mcf)
            
            $
            7.82
            
            
            $
            7.04
            
            
            $
            6.33
            
            
            $
            7.58Oil
      (per Bbl)
            
            $
            97.93
            
            
            $
            77.31
            
            
            $
            76.00
            
            
            $
            90.16Natural
      gas equivalents (per Mcfe)
            
            $
            10.89
            
            
            $
            9.61
            
            
            $
            11.18
            
            
            $
            10.46Average
      Costs (per Mcfe):Production
      and operating costs
            
            $
            1.62
            
            
            $
            1.08
            
            
            $
            1.17
            
            
            $
            1.44Depreciation,
      depletion and amortization
            
            $
            2.75
            
            
            $
            2.62
            
            
            $
            4.47
            
            
            $
            2.70Revenues:Oil
      Sales
            
            $
            7,108,952
            
            
            $
            3,108,783
            
            
            $
            1,006,299
            
            
            $
            10,217,735Gas
      Sales
            
            
            5,506,679
            
            
            
            1,972,309
            
            
            
            153,902
            
            
            
            7,478,988Oil
      and gas sales
            
            
            12,615,631
            
            
            
            5,081,092
            
            
            
            1,160,201
            
            
            
            17,696,723Oil
      and gas price risk management loss, net
            
            
            (19,657,987
            )
            
            
            (6,913,493
            )
            
            
            (319,365
            )
            
            
            (26,571,480
            )Total
      revenues
            
            
            (7,042,356
            )
            
            
            (1,832,401
            )
            
            
            840,836
            
            
            
            (8,874,757
            )Costs
      and expenses:Production
      and operating costs
            
            
            1,640,573
            
            
            
            541,676
            
            
            
            121,897
            
            
            
            2,182,249Direct
      costs general and administrative
            
            
            220,925
            
            
            
            38,899
            
            
            
            -
            
            
            
            259,824Depreciation,
      depletion and amortization
            
            
            2,781,142
            
            
            
            1,312,392
            
            
            
            464,341
            
            
            
            4,093,534Accretion
      of asset retirement obligations
            
            
            5,703
            
            
            
            2,626
            
            
            
            927
            
            
            
            8,329Total
      costs and expenses
            
            
            4,648,343
            
            
            
            1,895,593
            
            
            
            587,165
            
            
            
            6,543,936Income
      (loss) from operations
            
            
            (11,690,699
            )
            
            
            (3,727,994
            )
            
            
            253,671
            
            
            
            (15,418,693
            )Interest
      income - net
            
            
            37,448
            
            
            
            38,186
            
            
            
            875,635
            
            
            
            75,634Net
      income (loss)
            
            $
            (11,653,251
            )
            
            $
            (3,689,808
            )
            
            $
            1,129,306
            
            
            $
            (15,343,059
            )Cash
      distributions
            
            $
            5,518,695
            
            
            $
            -
            
            
            $
            -
            
            
            $
            5,518,695




15
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)








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.





Oil
and Natural Gas Sales





Oil and
natural gas sales increased from $5.1 million for the three month period ended
March 31, 2008 to $12.6 million for the three month period ended June 30,
2008.  The change is comprised of increases in production as 43 new
wells went into production during the second quarter of 2008 as well as
significantly higher oil and natural gas prices.





Oil and
natural gas sales increased from $1.2 million for the period ended December 31,
2007 to $5.1 million for the three month 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.





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 (“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/Colorado Interstate
Gas (“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 $2.45.  For the remainder of
2008, the differential is currently estimated at $4.22 based on CIG
futures.    Once the third phase of the expansion of the REX
is completed in 2009, the pipeline capacity is expected to increase by 64% to
1.8 Bcf/per day of natural gas from the region.  Like most producers
in the region, we rely on major interstate pipeline companies to construct these
facilities to increase pipeline capacity, rendering the timing and availability
of these facilities beyond our control.





Oil
pricing is also driven strongly by supply and demand
relationships.  In the Rocky Mountain Region in 2007, and in the first
quarter of 2008, the oil prices were below the NYMEX oil market due to supply
competition from Rocky Mountain and Canadian oil that has driven down market
prices.





The price
we receive 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.





16
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)








Oil
and gas price risk management loss, net





The
Managing General Partner uses oil and natural gas commodity derivative
instruments to manage price risk for itself as well as its sponsored drilling
partnerships including the Partnership.  As volumes produced change,
the mix between the Partnership and the other participants will
change.





The
following table presents the primary composition of oil and gas price risk
management loss, net:





Three months
              ended
            
            
            Six months
              endedJune
      30, 2008Realized
      lossOil
            
            $
            (1,149,281
            )
            
            $
            (1,411,914
            )Gas
            
            
            (446,350
            )
            
            
            (446,350
            )Total
      realized loss
            
            
            (1,595,631
            )
            
            
            (1,858,264
            )Unrealized
      loss
            
            
            (18,062,356
            )
            
            
            (24,713,216
            )Oil
      and gas price risk management loss, net
            
            $
            (19,657,987
            )
            
            $
            (26,571,480
            )





The rapid
increases during the first half of 2008 to record high oil prices and sharp
increases in natural gas prices from December 31, 2007, along with our increased
use of derivative contracts and specifically more fixed price swaps, caused the
increase in realized and unrealized losses in oil and gas price risk management
loss, net.  The $24.7 million in unrealized losses for the six months
ended June 30, 2008 is the fair value of the derivative positions as of June 30,
2008, less the related unrealized amounts recorded in prior periods. The
unrealized loss 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 life 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 had declined
significantly since June 30, 2008, and if the price remains at the current
levels or continues to decline, we expect to experience unrealized derivative
gains for the third quarter of 2008.





Oil and Gas
Derivative Activities.Because of
uncertainty surrounding natural gas and oil prices, we have used various
derivative instruments to manage some of the impact of fluctuations in
prices.  Through December 2010, we have in place a series of floors,
ceilings 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, we pay the counterparty; however, if the index drops
below the floor, the counterparty pays us.




17
 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
                                                                                                                                                    
                                                                                                                                                    Price
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    Monthly
      Quantity
                                                                                                                                                      (Gas
      –Mmbtu
                                                                                                                                                      Oil
      -Bbls)
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    Price
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    Monthly
      Quantity
                                                                                                                                                      (Gas-MMbtu
                                                                                                                                                      Oil
      -Bbls)
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    PriceNatural
      Gas -  Colorado Interstate Gas Based Derivatives
      (CIG)Piceance
      BasinApr-08
                                                                                                                                                    Nov
      08 - Mar 09
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    120,213
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    7.76Jul-08
                                                                                                                                                    Nov
      08 - Mar 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    71,706
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    8.52Feb-08
                                                                                                                                                    Nov
      08 - Mar 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    71,706
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    8.18Jan-08
                                                                                                                                                    Apr
      09 - Oct 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    5.75
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    120,213
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    8.75
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Mar-08
                                                                                                                                                    Apr
      09 - Oct 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    5.75
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    118,104
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    9.05
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Jul-08
                                                                                                                                                    Nov
      09 - Mar 10
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    94,905
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    9.20Jul-08
                                                                                                                                                    Nov
      09 - Mar 10
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    7.50
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    134,976
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    11.40
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Wattenberg
      FieldApr-08
                                                                                                                                                    Nov
      08 - Mar 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    35,134
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    7.76Jul-08
                                                                                                                                                    Nov
      08 - Mar 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    20,761
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    8.52Feb-08
                                                                                                                                                    Nov
      08 - Mar 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    20,761
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    8.18Jan-08
                                                                                                                                                    Apr
      09 - Oct 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    5.75
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    35,134
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    8.75
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Mar-08
                                                                                                                                                    Apr
      09 - Oct 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    5.75
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    31,940
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    9.05
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Jul-08
                                                                                                                                                    Nov
      09 - Mar 10
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    31,940
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    9.20Jul-08
                                                                                                                                                    Nov
      09 - Mar 10
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    7.50
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    43,119
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    11.40
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Oil
      - NYMEX BasedWattenberg
      FieldOct-07
                                                                                                                                                    Oct
      08 - Dec 08
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    9,193
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    84.20May-08
                                                                                                                                                    Jul
      08 - Dec 08
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    6,930
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    108.05Jan-08
                                                                                                                                                    Jan
      09 - Dec 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    5,746
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    84.90Jan-08
                                                                                                                                                    Jan
      09 - Dec 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    5,746
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    85.40May-08
                                                                                                                                                    Jan
      09 - Dec 09
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    2,298
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    117.35May-08
                                                                                                                                                    Jan
      10 - Dec 10
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    5,746
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    92.74May-08
                                                                                                                                                    Jan
      10 - Dec 10
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    5,746
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    93.17


The
Managing General Partner uses oil and natural gas commodity derivative
instruments to manage price risk for itself as well as the
Partnership.  The Managing General Partner sets these instruments for
itself and the Partnership jointly by area of operation.  As volumes
produced change, the mix between PDC and the Partnership will
change.  The volumes in the above table reflect the total volumes
hedged for the Partnership by area of operation.  The above table
reflects such revisions necessary to present the Partnership’s positions in
effect as of November 10, 2008.




18
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)








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, per well
operating fees paid to the Managing General Partner and other direct well
charges.  Accordingly, higher oil and natural gas prices caused
production and operating cost per Mcfe to increase from $1.17 per Mcfe for the
fourth quarter of 2007 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 June 30, 2008 and 11% in both
of the two previous quarters and 10% for six-months ended June 30,
2008.





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 six month ended June 30, 2008 was $2.75 and $2.70,
respectively.





Direct
costs include the Partnership’s reimbursement to the Managing General Partners
for administrative costs incurred on our 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 quarter 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 decreased significantly for the quarter ended March 31, 2008 from the
previous quarter due to a decreased level of drilling advances to the Managing
General Partner resulting in lower cash balances earning interest.





Liquidity
and Capital Resources





The
Partnership had negative working capital of $5.3 million at June 30, 2008
compared to positive working capital of $2.0 million at December 31,
2007.  Adjusting for the unrealized losses on derivative contracts
expiring in less than twelve months, the respective balances were positive
working capital amounts of $10.3 million and $2.4 million, which generally
represent the receivables from oil and natural gas sales for the preceding three
months offset by corresponding production taxes payable and accrued expenses for
the same period.





The
Partnership initiated monthly cash distributions to investors in May 2008 and
has distributed $5.5 million of operating cash flows through June 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, we had oil and natural gas derivatives in place, as
of June 30, 2008, covering 65% of our expected oil production and 57% of our
expected natural gas production for the remainder of 2008, thereby providing
price certainty for a substantial portion of our 2008 cash flow.  Our
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.  Our oil and natural
gas derivatives as of June 30, 2008 are detailed in Note 4, Derivative Financial
Instruments to the accompanying unaudited condensed financial
statements.




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.


19
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)








Information
related to the oil and natural gas reserves of the Partnership’s wells is
discussed in detail in “Note 7, Supplemental Reserve Information andStandardized Measure of
Discounted Future Net Cash Flows and Changes Therein Relating to Proved Oil and
Gas Reserves(Unaudited), to the
accompanying unaudited condensed financial statements.





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.





Contractual Obligations and
Contingent Commitments





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





Payments
      Due by PeriodTotal
            
            
            Less
      than
              1
      year
            
            
            1-3
      years
            
            
            3-5
      years
            
            
            More
      than
              5
      yearsDerivative
      contracts
            
            $
            25,032,581
            
            
            $
            15,587,002
            
            
            $
            9,445,579
            
            
            $
            -
            
            
            $
            -Asset
      Retirement Obligations
            
            
            346,212
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            346,212Total
            
            $
            25,378,793
            
            
            $
            15,587,002
            
            
            $
            9,445,579
            
            
            $
            -
            
            
            $
            346,212





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 Polices 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.





We
believe that our 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 our
report on Form 10/A filed for the period ended December 31, 2007 with the SEC on
August 6, 2008.





Item 3.
            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 Part
II, Item 7, 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 our Form 10/A for further discussion of the accounting for
derivative contracts.




20
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)








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 our 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. We employ
established policies and procedures to manage the risks associated with these
market fluctuations using commodity derivatives.  Our 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 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.





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 our 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 June 30, 2008, our oil and natural gas derivative instruments were comprised
of swaps and collars.  These instruments generally consist of
CIG-based contracts for Colorado natural gas production and NYMEX-based swaps
for our Colorado oil production.





●
            For
      swap instruments, we receive 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, we receive the fixed price and pay 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 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.





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





21
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)








Six Months
              Ended
              June 30, 2008
            
            
            Year Ended
              December 31,
              2007Average
      Index Closing PricesOil
      (per Barrel)NYMEX
            
            $
            105.67
            
            
            $
            69.79Natural
      Gas (per MMbtu)NYMEX
            
            
            9.48
            
            
            
            6.89CIG
            
            
            7.72
            
            
            
            3.97Average
      Sale PriceOil
            
            
            116.82
            
            
            
            76.00Natural
      Gas
            
            
            8.51
            
            
            
            6.33





Based on
a sensitivity analysis as of June 30, 2008, it was estimated that a 10% increase
in oil and natural gas prices over the entire period for which we have
derivatives currently in place would have resulted in an increase in unrealized
losses of $8,630,211 and a 10% decrease in oil and natural gas prices would have
resulted in a decrease in unrealized losses of $8,374,074.





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 June 30,
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.
 
 To
reduce credit exposure, the Managing General Partner seeks to enter into netting
agreements with counterparties that permit the offset of receivables and
payables with such counterparties.  The Managing General Partner
attempts to further 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 the counterparties to the derivative contracts, who
are also major lenders in the Managing General Partner’s credit facility
arrangement.  PDC has evaluated the credit risk of receivables from
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.  PDC, as Managing General Partner, has evaluated the
Partnership’s maximum exposure and determined that it is
immaterial.


22
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)






The
recent disruption in the credit market has had a significant adverse impact on a
number of financial institutions.  The Managing General Partner
monitors the credit worthiness of its financial
institutions.  However, these procedures and the credit agencies
rating and reports cannot guarantee performance in these uncertain
times.
 
 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.





Item 4.
            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 2007 Form 10-K, 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.





Evaluation
of Disclosure Controls and Procedures





As of
June 30, 2008, the Managing General Partner carried out an evaluation, under the
supervision and with the participation of the Managing General Partner’s Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Partnership’s disclosure controls and procedures
pursuant to Securities Exchange Act Rule 13a-15(e) and
15d-15(e).  This evaluation considered the various processes carried
out under the direction of the Managing General Partner's disclosure committee
in an effort to ensure that information required to be disclosed in the
Partnership's SEC reports filed or submitted under the Exchange Act are
recorded, processed, summarized and reported within the time periods specified
by the SEC’s rules and forms, and that such information is accumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely discussion regarding required
financial 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 June 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.




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 June
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 six months ended June 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 and June 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.


23
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ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)







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-implementation in 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.
  ·
                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
Report on Form 10-Q.  PDC 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.  For additional
information regarding the material weaknesses of the Managing General Partner,
please refer to its Annual Report on Form 10-K for the year ended December 31,
2007.
 
 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.


24
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)








PART
II – OTHER INFORMATION





Item 1.  Legal Proceedings





Information
regarding our legal proceedings can be found in Note 7, Commitments and
Contingencies, to our accompanying unaudited condensed financial
statements.





Item 1A. Risk Factors




The
Partnership's 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 report on Form 10/A for the period ended December 31, 2007 filed
with the Securities and Exchange Commission on August 6, 2008.  This
information should be considered carefully, together with other information in
this report and other reports and materials we file with the
SEC.  There have been no material changes from the risk factors
previously disclosed in the Partnership's Form 10/A except the addition of third
paragraph to the following risk factor.
 
 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 exploration, 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, we 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, our activities are subject to the regulation
by natural gas and oil-producing states of conservation practices and protection
of correlative rights.  These regulations affect our operations,
increase the cost of exploration and production and limit the quantity of
natural gas and oil that can be produced and sold.  A major risk
inherent in our 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 our 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 our
profitability.  Furthermore, these additional costs may put us 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 our
company.  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 Form 10/A filed August 6, 2008.


Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds





None.




25
 Table of Contents





ROCKIES
REGION 2007 LIMITED PARTNERSHIP


(A West
Virginia Limited Partnership)








Item 3.  Defaults Upon Senior
Securities





None.





Item 4. Submission of Matters to a Vote of Security
Holders





None.





Item 5.  Other Information





None.





Item 6. 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.




26
 Table of Contents





ROCKIES REGION 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
14, 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
      14, 2008Petroleum
      Development Corporation,Managing
      General Partner of the Registrant(Principal
      financial officer)/s/ Darwin L.
      Stump
            Chief
      Accounting Officer
            November
      14, 2008Petroleum
      Development Corporation,Managing
      General Partner of the Registrant(Principal
      accounting officer)






27