SecProbe.io

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Mail Stop 04-05

                  June 1, 2005

Frank A. Pici
Executive Vice President and Chief Financial Officer
Penn Virginia Corporation
Three Radnor Corporate Center, Suite 230
100 Matsonford Road
Radnor, PA 19087

      Re:	Penn Virginia Corporation
		Form 10-K for Fiscal Year Ended December 31, 2004
		Filed on March 11, 2005
		File number 1-13283

Dear Mr. Pici:

      We have reviewed your filing and have the following
comments.
Our review has been limited to those matters specifically
addressed in
this letter. Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 21

Selected Financial and Operating Data - Corporate and Other, page
39

Reserves, page 40

1. We note you choose to disclose your reserve replacement
percentage.
Please expand your disclosure to include the following
information:

* Explain the nature of the reserve additions, and whether or not
the
historical sources of reserve additions are expected to continue,
and
the extent to which external factors outside of managements`
control
impact the amount of reserve additions from that source from
period to
period.

* Explain the nature of and the extent to which uncertainties
still
exist with respect to newly discovered reserves, including, but
not
limited to regulatory approval, changes in oil and gas prices, and
the
availability of additional development capital and the
installation of
additional infrastructure.

* Indicate the time horizon of when the reserve additions are
expected
to be produced to provide investors a better understanding of when
these reserve additions could ultimately be converted to cash
inflows.

* Disclose how management uses this measure.

* Disclose the limitations of this measure.

Financial Statements, page 51

Note 4 - Acquisitions, page 65

Coal Royalty and Land Management, page 65

2. We note Penn Virginia Resource Partners, L.P. acquired a
natural
gas gathering and processing business from Cantera Natural Gas
LLC.
It appears the business acquired from Cantera Natural Gas LLC is
significant (as defined by Rule 1-02(w) of Regulation S-X), and a
Form
8-K that includes the historical financial statements of the
business
acquired as well as related pro forma financial statements should
have
been filed.  To the extent you believe you have not met any of the
conditions set forth under Rule3-05 of Regulation S-X and separate
financial statements of this acquiree are not required,
supplementally
provide detailed significance calculations to support your
position.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

You may contact Yong Choi at (202) 551-3758 or Jenifer Gallagher
at
(202) 551-3706 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3684 with any other questions.

Sincerely,

April Sifford
Branch Chief
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Frank A. Pici
Penn Virginia Corporation
June 1, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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