The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Expires: August 31, 2015
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001525079
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Rice Drilling B LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2008
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Rice Drilling B LLC
Street Address 1 Street Address 2
171 Hillpointe Drive Suite 301
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Canonsburg PENNSYLVANIA 15317 (724) 746-6720

3. Related Persons

Last Name First Name Middle Name
Rice, III Daniel J.
Street Address 1 Street Address 2
171 Hillpointe Drive Suite 301
City State/Province/Country ZIP/PostalCode
Canonsburg PENNSYLVANIA 15317
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Manager
Last Name First Name Middle Name
Rice Toby Z.
Street Address 1 Street Address 2
171 Hillpointe Drive Suite 301
City State/Province/Country ZIP/PostalCode
Canonsburg PENNSYLVANIA 15317
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Manager, President and Chief Executive Officer
Last Name First Name Middle Name
Rice, IV Daniel J.
Street Address 1 Street Address 2
171 Hillpointe Drive Suite 301
City State/Province/Country ZIP/PostalCode
Canonsburg PENNSYLVANIA 15317
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President and Chief Financial Officer

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
X Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2011-07-08    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
12% Senior Subordinated Convertible Debentures Due 2014

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
International Assets Advisory, LLC 10645
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
300 South Orange Avenue 1100
City State/Province/Country ZIP/Postal Code
Orlando FLORIDA 32801
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
Advisory Group Equity Services Ltd. 15427
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
161 Ash Street Suite D
City State/Province/Country ZIP/Postal Code
Reading MASSACHUSETTS 01867
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
CONNECTICUT
FLORIDA
MASSACHUSETTS
NEW HAMPSHIRE
NEW YORK
RHODE ISLAND

Recipient
Recipient CRD Number    None
Sunbelt Securities 42180
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5065 Westheimer Suite 600
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77056
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ILLINOIS
KENTUCKY
TEXAS

Recipient
Recipient CRD Number    None
Madison Avenue Securities, Inc. 23224
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
15050 Avenue of Science Suite 150
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92128
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
CALIFORNIA
NEW JERSEY

Recipient
Recipient CRD Number    None
Anderson & Strudwick, Incorporated 48
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
707 E. Main Street 20th Floor
City State/Province/Country ZIP/Postal Code
Richmond VIRGINIA 23291
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ARIZONA
CALIFORNIA
COLORADO
FLORIDA
GEORGIA
MISSOURI
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
SOUTH CAROLINA
SOUTH DAKOTA
TEXAS
VIRGINIA
WISCONSIN

Recipient
Recipient CRD Number    None
Harbor Light Securities, LLC 130227
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
501 W. Butler Road
City State/Province/Country ZIP/Postal Code
Greenville SOUTH CAROLINA 29607
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
PENNSYLVANIA
SOUTH CAROLINA

Recipient
Recipient CRD Number    None
Edwin C. Blitz Investments, Inc. 7638
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
191 Waukegan Road #101
City State/Province/Country ZIP/Postal Code
Northfield ILLINOIS 60093
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
FLORIDA
ILLINOIS
MINNESOTA

Recipient
Recipient CRD Number    None
IJL Financial Advisors, LLC 131275
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11006 Rushmore Drive Suite 150
City State/Province/Country ZIP/Postal Code
Charlotte NORTH CAROLINA 28277
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
GEORGIA
MISSISSIPPI
NORTH CAROLINA

Recipient
Recipient CRD Number    None
Merrimac Corporate Securities, Inc. 35463
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1185 Spring Centre, South Blvd Suite 1060
City State/Province/Country ZIP/Postal Code
Altamonte Springs FLORIDA 32714
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
FLORIDA
TEXAS

Recipient
Recipient CRD Number    None
Institutional Capital Management, Inc. 41055
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
15721 Park Row Suite 100
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77084
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
NORTH CAROLINA

Recipient
Recipient CRD Number    None
Bradley Wealth Management, LLC 131808
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
402 West Broadway 4th Floor
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92101
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ARIZONA
CALIFORNIA
MICHIGAN
NEVADA
PENNSYLVANIA

Recipient
Recipient CRD Number    None
Pariter Securities, LLC 127836
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
243 Carretera #2
City State/Province/Country ZIP/Postal Code
Guaynabo PUERTO RICO 00966
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
PUERTO RICO

13. Offering and Sales Amounts

Total Offering Amount $60,000,000 USD
or    Indefinite
Total Amount Sold $60,000,000 USD
Total Remaining to be Sold $0 USD
or    Indefinite

Clarification of Response (if Necessary):

The total offering amount was increased, pursuant to the terms of the offering memorandum, to accommodate oversubscriptions.

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
271

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $4,200,000 USD
X Estimate
Finders' Fees $3,600,000 USD
X Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Rice Drilling B LLC /s/ Daniel J. Rice IV Daniel J. Rice IV Vice President and Chief Financial Officer 2011-09-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.