Exhibit 3.2

State of West Virginia

Certificate

I, Joe Manchin III, Secretary of State of the

State of West Virginia, hereby certify that

PDC 2002-C LIMITED PARTNERSHIP

has delivered originals of its

CERTIFICATE OF LIMITED PARTNERSHIP

to me as required by the provisions of Chapter 47, Article 9, Sections 8 and 13 of the West Virginia State Code and the Certificate conforms to law and is filed in my office. I therefore declare the organization to be formed as a limited partnership for the purposes stated in its Certificate and I attach to this certification a duplicate original of its Certificate of Limited Partnership.

	Given under my hand and the
	Great Seal of the State of
	West Virginia on this day of
	June 3, 2002
	/s/ Joe Manchin, III
	Secretary of State