As filed with the Securities and Exchange Commission on February 9, 2000
                               File No. 33-
         =========================================================
             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549
               --------------------------------------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933
              ----------------------------------------------
                         PENN VIRGINIA CORPORATION
          (Exact name of registrant as specified in its charter)

                 Virginia                            23-1184320
     (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)             Identification No.)

       One Radnor Corporate Center
      Suite 200, 100 Matsonford Road
           Radnor, Pennsylvania                      19087-4515
 (Address of principal executive offices)            (Zip Code)

                         PENN VIRGINIA CORPORATION
                    1999 EMPLOYEE STOCK INCENTIVE PLAN
             ================================================
                              Nancy M. Snyder
                  General Counsel and Corporate Secretary
                         Penn Virginia Corporation
                        One Radnor Corporate Center
                      Suite 200, 100 Matsonford Road
                          Radnor, PA 19087 - 4515
                  (Name and address of agent for service)

                              (610) 687-8900
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

  Title of      Amount      Proposed      Proposed maximum    Amount of
securities to   to be        maximum          aggregate      registration
be registered registered  offering price    offering price        fee
                          per share (1)          (1)
Common Stock
par value      250,000      $17.3438         $4,335,950        $1,279.11
$6.25 per       shares
share            (2)

(1) Estimated solely for the purpose of computing the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act
of 1933 on the basis of the average of the high and low prices of the
Common Stock of $17.3750 and $17.3125, respectively, as reported by the New
York Stock Exchange on February 9, 1999.

(2) Also registered hereby are such additional indeterminate number of
shares of Common Stock or other securities as may become issuable by reason
of adjustments pursuant to the anti-dilution provisions of the Plan.

(3) Also registered hereby are the Rights to purchase fractional shares of
Preferred Stock of the Registrant which are attached to all shares of
Common Stock outstanding as of, and issued subsequent to, February 21, 1998
pursuant to terms of the Registrant's Rights  Agreement dated as of
February 11, 1998. Until the occurrence of certain prescribed events, the
rights are not exercisable, are evidenced by the certificates of Common
Stock and will be transferred with and only with such Common Stock.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference:

        (a)  Annual Report on Form 10-K for the year ended December 31,
             1998;

        (b)  Quarterly Reports on Form 10-Q for the quarters ended
             September 30, 1999, June 30, 1999 and March 31, 1999 and all
             other reports filed pursuant to Section 13(a) or 15(d) of the
             Exchange Act since December 31, 1998; and

        (c)  Description of the Registrant's Common Stock contained in
             Exhibit 28(a) to the Registrant's Registration Statement on
             Form S-8 (Registration No. 33-40430) and description of the
             Preferred Stock Purchase Rights contained in the Registrant's
             Registration Statement on Form 8-A (Commission File No. 0-
             753).

          In addition, all documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing with the Commission of a post-effective
amendment which (i) indicates that all securities offered hereby have been
sold or (ii) deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part hereof from
the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Article V of the Bylaws of the Registrant provides that the
Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, and whether or not by or in
the right of the corporation, by reason of the fact that such person is or
was a director or officer of the Registrant (or a predecessor of the
Registrant absorbed in a merger or other transaction), or while a director
or officer of the Registrant or such predecessor is or was serving at the
request of the Registrant or such predecessor as a director, officer,
partner, trustee, administrator, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.  Such Article provides for indemnification against expenses
(including attorneys' fees), judgments, fines, penalties, including any
excise tax assessed with respect to an employee benefit plan, and amounts
paid in settlement actually and reasonably incurred in connection with such
action, suit or proceeding to the extent that (a) such person is not
otherwise indemnified, (b) such person has not improperly received a
personal benefit and (c) the liability did not result from such person's
gross negligence or willful misconduct.  The Article further provides that
the Registrant shall pay expenses incurred by such persons in defending a
civil or criminal action, suit or proceeding in advance of its final
disposition upon receipt of an undertaking by or on behalf of the director
or officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the Registrant.

          The Registrant has in effect a directors and officers liability
insurance policy which, with certain general and specific exclusions,
indemnifies each person who was, is or may hereafter be a director or
officer of the Registrant and his heirs and assigns, against any payment by
an insured (except fines and penalties) in respect of any legal liability,
whether actual or asserted, arising from any claim made against an insured
by reason of any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by the
insured, in his capacity as a director or officer of the Registrant, or any
of the foregoing so alleged by any claimant, or any matter claimed against
an insured solely by reason of his being or having been a director or
officer of the Registrant.  The policy may be cancelled by the insurer upon
60 days written notice to the Registrant.  to the extent that such
insurance covers liabilities arising under the Securities Act of 1933, no
waivers or undertakings are made by the Registrant with respect thereto,
except as set forth in Item 9 of this Registration Statement.

          In addition, Article V of the Registrant's Bylaws provides for
the general determination of the permissibility of indemnification in a
particular case (including the advancement of expenses) pursuant to Section
13.1-701.b of the Virginia Stock Corporation Act (the "Act") which provides
that such determination shall be made either (1) by the board of directors
by a majority vote of a quorum consisting of directors not at the time
parties to the proceeding, or if a quorum cannot be obtained, by a majority
vote of a committee duly designated by the board of directors, consisting
solely of two or more directors not at the time parties to the proceeding;
(2) by special legal counsel selected by the board of directors or its
committee in the manner prescribed in clause 1, or if a quorum of the board
of directors cannot be obtained and a committee cannot be designated,
selected by majority vote of the full board of directors, in which
selection directors who are parties may participate; or (3) by the
shareholders, but shares owned by or voted under the control of directors
who are at the time parties to the proceeding may not be voted on the
determination.  In the event, however, that there has been a change in
control of the Registrant between the time of the action or failure to act
giving rise to the claim for indemnification and such claim, Article V
provides that at the option of the person seeking indemnification, the
permissibility of indemnification shall be determined by special legal
counsel selected jointly by the Registrant and the person seeking
indemnification.  The reasonable expenses of any director or officer in
prosecuting a successful claim for indemnification, and the fees and
expenses of any special legal counsel engaged to determine permissibility
of indemnification, shall be borne by the Registrant.

          Section 13.1-697 of the Act authorizes such indemnification as
described above if the person to be indemnified conducted himself in good
faith and believed (i) in the case of conduct in his official capacity with
the corporation, that his conduct was in the corporation's best interests;
(ii) in all other cases, that his conduct was at least not opposed to the
corporation's best interests; or (iii) in the case of any criminal
proceeding, that he had no reasonable cause to believe his conduct was
unlawful.  Such indemnity shall not be allowed in a derivative suit in
which such person is adjudged liable to the corporation or in connection
with any other proceeding charging improper personal benefit to him,
whether or not involving action in his official capacity, in which he is
adjudged liable on the basis that personal benefit was improperly received
by him.  Section 13.1-698 of the Act provides that a corporation must
indemnify a director who entirely prevails in the defense of any proceeding
to which he was a party because he is or was a director of the corporation
against reasonable expenses incurred by him in connection with the
proceeding.  A court may also order indemnification of a director, pursuant
to Section 13.1-700.1, with respect to a derivative suit, to the extent of
the director's reasonable expenses if the court determines that,
considering all the relevant circumstances, the director is entitled to
indemnification even though he was adjudged liable to the corporation and
also orders the corporation to pay the director's reasonable expenses
incurred to obtain the order of indemnification.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          Reference is made to the Exhibit Index which appears at page 9 of
this Registration Statement for a detailed list of exhibits filed as a part
hereof.

Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registrant statement:

                     (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                     (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;

                     (iii) To include material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                      Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Act of 1934 that are incorporated by reference in the registration
statement.

               (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

               (3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

           (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

           (c) Insofar as indemnification for liabilities under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the provisions described
in Item 6 hereof, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Radnor, Pennsylvania, on February
9, 2000.

                                  PENN VIRGINIA CORPORATION



                                  By:  _________________________
                                       A. James Dearlove
                                       President and Chief Executive Officer


                             POWER OF ATTORNEY

          Each person whose signature appears below hereby constitutes A.
James Dearlove and Nancy M. Snyder, and each of the them, his/her true and
lawful attorneys-in-fact and agents each with full power of substitution
and resubstitution for him/her in any and all capacities to sign any and
all amendments (including pre- or post-effective amendments) to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
hereby ratifying and confirming all that each such attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue thereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities as indicated on February 9, 2000.


        Signature                               Title


_________________________  President, Chief Executive Officer and Director
A. James Dearlove          (Principal Executive Officer)


_________________________  Vice President and Chief Financial Officer
Steven W. Tholen           (Principal Financial Officer)


__________________________ Controller
Ann N. Horton              (Principal Accounting Officer)


__________________________ Chairman of the Board
Lennox K. Black


__________________________ Director
Richard A. Bachman


__________________________ Director
John D. Cadigan


__________________________ Director
Robert Garrett


__________________________ Director
Peter B. Lilly


__________________________ Director
Marsha Reines Perelman


__________________________ Director
Joe T. Rye


__________________________ Director
John A. H. Shober


__________________________ Director
Frederick C. Witsell, Jr.


                               EXHIBIT INDEX


                                                           Sequential
Exhibit                                                     Numbering
  No.                  Description of Exhibit                Page No.

  4.01    Amended and Restated Articles of Incorporation
          of Registrant (incorporated by reference to
          Exhibit 3.1 to Registrant's Annual Report on
          Form 10-K for the year ended December 31, 1998).

  4.02    Bylaws of Registrant, as amended.                    10

  4.03    Rights Agreement dated as of February 11, 1998
          between Registrant and American Stock Transfer &
          Trust Company, as Agent (incorporated by
          reference to Exhibit 1.1 to Registrant's
          Registration Statement on Form 8-A filed with
          the Securities and Exchange Commission on
          February 20, 1998 under the Securities Exchange
          Act of 1934 (Commission File No. 0-753)).

  5.01    Opinion of Dechert Price & Rhoads as to legality     20
          of securities being registered

 23.01    Consent of Arthur Andersen LLP to incorporation      22
          of their report dated February 28, 1999 with
          respect to consolidated financial statements of
          Registrant and subsidiaries at December 31, 1998
          and for each of the three years in the period
          ended December 31, 1998.

 23.02    Consent of Dechert Price & Rhoads (contained in
          opinion filed as Exhibit 5.01 to this
          Registration Statement).

 24.01    Power of Attorney (included in Signature Page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19674}]
{"company-data": {"conformed-name": "PENN VIRGINIA CORP", "cik": "0000077159", "assigned-sic": "1311", "irs-number": "231184320", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96465", "film-number": "528478"}, "business-address": {"street1": "100 MATSONFORD ROAD SUITE 200", "street2": "ONE RADNOR CORPORATE CENTER", "city": "RADNOR", "state": "PA", "zip": "19087", "phone": "6106878900"}, "mail-address": {"street1": "800 BELLEVUE 200 S BROAD ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19102"}, "former-company": {"former-conformed-name": "VIRGINIA COAL & IRON CO", "date-changed": "19670501"}}
As filed with the Securities and Exchange Commission on February 9, 2000
                               File No. 33-
         =========================================================
             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549
               --------------------------------------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933
              ----------------------------------------------
                         PENN VIRGINIA CORPORATION
          (Exact name of registrant as specified in its charter)

                 Virginia                            23-1184320
     (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)             Identification No.)

       One Radnor Corporate Center
      Suite 200, 100 Matsonford Road
           Radnor, Pennsylvania                      19087-4515
 (Address of principal executive offices)            (Zip Code)

                         PENN VIRGINIA CORPORATION
                    1999 EMPLOYEE STOCK INCENTIVE PLAN
             ================================================
                              Nancy M. Snyder
                  General Counsel and Corporate Secretary
                         Penn Virginia Corporation
                        One Radnor Corporate Center
                      Suite 200, 100 Matsonford Road
                          Radnor, PA 19087 - 4515
                  (Name and address of agent for service)

                              (610) 687-8900
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

  Title of      Amount      Proposed      Proposed maximum    Amount of
securities to   to be        maximum          aggregate      registration
be registered registered  offering price    offering price        fee
                          per share (1)          (1)
Common Stock
par value      250,000      $17.3438         $4,335,950        $1,279.11
$6.25 per       shares
share            (2)

(1) Estimated solely for the purpose of computing the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act
of 1933 on the basis of the average of the high and low prices of the
Common Stock of $17.3750 and $17.3125, respectively, as reported by the New
York Stock Exchange on February 9, 1999.

(2) Also registered hereby are such additional indeterminate number of
shares of Common Stock or other securities as may become issuable by reason
of adjustments pursuant to the anti-dilution provisions of the Plan.

(3) Also registered hereby are the Rights to purchase fractional shares of
Preferred Stock of the Registrant which are attached to all shares of
Common Stock outstanding as of, and issued subsequent to, February 21, 1998
pursuant to terms of the Registrant's Rights  Agreement dated as of
February 11, 1998. Until the occurrence of certain prescribed events, the
rights are not exercisable, are evidenced by the certificates of Common
Stock and will be transferred with and only with such Common Stock.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference:

        (a)  Annual Report on Form 10-K for the year ended December 31,
             1998;

        (b)  Quarterly Reports on Form 10-Q for the quarters ended
             September 30, 1999, June 30, 1999 and March 31, 1999 and all
             other reports filed pursuant to Section 13(a) or 15(d) of the
             Exchange Act since December 31, 1998; and

        (c)  Description of the Registrant's Common Stock contained in
             Exhibit 28(a) to the Registrant's Registration Statement on
             Form S-8 (Registration No. 33-40430) and description of the
             Preferred Stock Purchase Rights contained in the Registrant's
             Registration Statement on Form 8-A (Commission File No. 0-
             753).

          In addition, all documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing with the Commission of a post-effective
amendment which (i) indicates that all securities offered hereby have been
sold or (ii) deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part hereof from
the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Article V of the Bylaws of the Registrant provides that the
Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, and whether or not by or in
the right of the corporation, by reason of the fact that such person is or
was a director or officer of the Registrant (or a predecessor of the
Registrant absorbed in a merger or other transaction), or while a director
or officer of the Registrant or such predecessor is or was serving at the
request of the Registrant or such predecessor as a director, officer,
partner, trustee, administrator, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.  Such Article provides for indemnification against expenses
(including attorneys' fees), judgments, fines, penalties, including any
excise tax assessed with respect to an employee benefit plan, and amounts
paid in settlement actually and reasonably incurred in connection with such
action, suit or proceeding to the extent that (a) such person is not
otherwise indemnified, (b) such person has not improperly received a
personal benefit and (c) the liability did not result from such person's
gross negligence or willful misconduct.  The Article further provides that
the Registrant shall pay expenses incurred by such persons in defending a
civil or criminal action, suit or proceeding in advance of its final
disposition upon receipt of an undertaking by or on behalf of the director
or officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the Registrant.

          The Registrant has in effect a directors and officers liability
insurance policy which, with certain general and specific exclusions,
indemnifies each person who was, is or may hereafter be a director or
officer of the Registrant and his heirs and assigns, against any payment by
an insured (except fines and penalties) in respect of any legal liability,
whether actual or asserted, arising from any claim made against an insured
by reason of any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by the
insured, in his capacity as a director or officer of the Registrant, or any
of the foregoing so alleged by any claimant, or any matter claimed against
an insured solely by reason of his being or having been a director or
officer of the Registrant.  The policy may be cancelled by the insurer upon
60 days written notice to the Registrant.  to the extent that such
insurance covers liabilities arising under the Securities Act of 1933, no
waivers or undertakings are made by the Registrant with respect thereto,
except as set forth in Item 9 of this Registration Statement.

          In addition, Article V of the Registrant's Bylaws provides for
the general determination of the permissibility of indemnification in a
particular case (including the advancement of expenses) pursuant to Section
13.1-701.b of the Virginia Stock Corporation Act (the "Act") which provides
that such determination shall be made either (1) by the board of directors
by a majority vote of a quorum consisting of directors not at the time
parties to the proceeding, or if a quorum cannot be obtained, by a majority
vote of a committee duly designated by the board of directors, consisting
solely of two or more directors not at the time parties to the proceeding;
(2) by special legal counsel selected by the board of directors or its
committee in the manner prescribed in clause 1, or if a quorum of the board
of directors cannot be obtained and a committee cannot be designated,
selected by majority vote of the full board of directors, in which
selection directors who are parties may participate; or (3) by the
shareholders, but shares owned by or voted under the control of directors
who are at the time parties to the proceeding may not be voted on the
determination.  In the event, however, that there has been a change in
control of the Registrant between the time of the action or failure to act
giving rise to the claim for indemnification and such claim, Article V
provides that at the option of the person seeking indemnification, the
permissibility of indemnification shall be determined by special legal
counsel selected jointly by the Registrant and the person seeking
indemnification.  The reasonable expenses of any director or officer in
prosecuting a successful claim for indemnification, and the fees and
expenses of any special legal counsel engaged to determine permissibility
of indemnification, shall be borne by the Registrant.

          Section 13.1-697 of the Act authorizes such indemnification as
described above if the person to be indemnified conducted himself in good
faith and believed (i) in the case of conduct in his official capacity with
the corporation, that his conduct was in the corporation's best interests;
(ii) in all other cases, that his conduct was at least not opposed to the
corporation's best interests; or (iii) in the case of any criminal
proceeding, that he had no reasonable cause to believe his conduct was
unlawful.  Such indemnity shall not be allowed in a derivative suit in
which such person is adjudged liable to the corporation or in connection
with any other proceeding charging improper personal benefit to him,
whether or not involving action in his official capacity, in which he is
adjudged liable on the basis that personal benefit was improperly received
by him.  Section 13.1-698 of the Act provides that a corporation must
indemnify a director who entirely prevails in the defense of any proceeding
to which he was a party because he is or was a director of the corporation
against reasonable expenses incurred by him in connection with the
proceeding.  A court may also order indemnification of a director, pursuant
to Section 13.1-700.1, with respect to a derivative suit, to the extent of
the director's reasonable expenses if the court determines that,
considering all the relevant circumstances, the director is entitled to
indemnification even though he was adjudged liable to the corporation and
also orders the corporation to pay the director's reasonable expenses
incurred to obtain the order of indemnification.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          Reference is made to the Exhibit Index which appears at page 9 of
this Registration Statement for a detailed list of exhibits filed as a part
hereof.

Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registrant statement:

                     (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                     (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;

                     (iii) To include material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                      Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Act of 1934 that are incorporated by reference in the registration
statement.

               (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

               (3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

           (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

           (c) Insofar as indemnification for liabilities under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the provisions described
in Item 6 hereof, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Radnor, Pennsylvania, on February
9, 2000.

                                  PENN VIRGINIA CORPORATION

                                  By:  _________________________
                                       A. James Dearlove
                                       President and Chief Executive Officer

                             POWER OF ATTORNEY

          Each person whose signature appears below hereby constitutes A.
James Dearlove and Nancy M. Snyder, and each of the them, his/her true and
lawful attorneys-in-fact and agents each with full power of substitution
and resubstitution for him/her in any and all capacities to sign any and
all amendments (including pre- or post-effective amendments) to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
hereby ratifying and confirming all that each such attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue thereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities as indicated on February 9, 2000.

        Signature                               Title

_________________________  President, Chief Executive Officer and Director
A. James Dearlove          (Principal Executive Officer)

_________________________  Vice President and Chief Financial Officer
Steven W. Tholen           (Principal Financial Officer)

__________________________ Controller
Ann N. Horton              (Principal Accounting Officer)

__________________________ Chairman of the Board
Lennox K. Black

__________________________ Director
Richard A. Bachman

__________________________ Director
John D. Cadigan

__________________________ Director
Robert Garrett

__________________________ Director
Peter B. Lilly

__________________________ Director
Marsha Reines Perelman

__________________________ Director
Joe T. Rye

__________________________ Director
John A. H. Shober

__________________________ Director
Frederick C. Witsell, Jr.

                               EXHIBIT INDEX

                                                           Sequential
Exhibit                                                     Numbering
  No.                  Description of Exhibit                Page No.

  4.01    Amended and Restated Articles of Incorporation
          of Registrant (incorporated by reference to
          Exhibit 3.1 to Registrant's Annual Report on
          Form 10-K for the year ended December 31, 1998).

  4.02    Bylaws of Registrant, as amended.                    10

  4.03    Rights Agreement dated as of February 11, 1998
          between Registrant and American Stock Transfer &
          Trust Company, as Agent (incorporated by
          reference to Exhibit 1.1 to Registrant's
          Registration Statement on Form 8-A filed with
          the Securities and Exchange Commission on
          February 20, 1998 under the Securities Exchange
          Act of 1934 (Commission File No. 0-753)).

  5.01    Opinion of Dechert Price & Rhoads as to legality     20
          of securities being registered

 23.01    Consent of Arthur Andersen LLP to incorporation      22
          of their report dated February 28, 1999 with
          respect to consolidated financial statements of
          Registrant and subsidiaries at December 31, 1998
          and for each of the three years in the period
          ended December 31, 1998.

 23.02    Consent of Dechert Price & Rhoads (contained in
          opinion filed as Exhibit 5.01 to this
          Registration Statement).

 24.01    Power of Attorney (included in Signature Page).