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<TITLE>As filed with the Securities and Exchange Commission on ________, 2000</TITLE>
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<B><FONT SIZE=2><P ALIGN="CENTER">As filed with the Securities and Exchange Commission on November 7, 2000</P>
<P ALIGN="RIGHT">File No. 33-</P>
</FONT><FONT SIZE=5><P ALIGN="CENTER">UNITED STATES SECURITIES AND EXCHANGE COMMISSION</P>
</B></FONT><P ALIGN="CENTER">Washington, DC 20549</P>
<U><P ALIGN="CENTER">&#9;</P>
</U><P ALIGN="CENTER"></P>
<B><FONT SIZE=5><P ALIGN="CENTER">FORM S-8</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER">REGISTRATION STATEMENT</P>
<P ALIGN="CENTER">UNDER THE SECURITIES ACT OF 1933</P>
</B></FONT><U><P ALIGN="CENTER">&#9;</P>
</U><P ALIGN="CENTER"></P>
<B><FONT SIZE=5><P ALIGN="CENTER">PENN VIRGINIA CORPORATION</P>
</B></FONT><FONT SIZE=1><P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=667>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Virginia</B></FONT></TD>
<TD WIDTH="48%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">One Radnor Corporate Center</P>
<P ALIGN="CENTER">Suite 200, 100 Matsonford Road</P>
<P ALIGN="CENTER">Radnor, Pennsylvania 19087-4515</P>
<P ALIGN="CENTER"></B></FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">23-1184320</B></FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">(State or other jurisdiction of incorporation or organization)</FONT></TD>
<TD WIDTH="48%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">(Address of principal executive offices) (Zip Code)</FONT></TD>
<TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>


<B><FONT SIZE=5><P ALIGN="CENTER">Stock Option Agreement</P>
</B></FONT>
<FONT SIZE=2><P ALIGN="CENTER">Nancy M. Snyder</P>
<P ALIGN="CENTER">General Counsel and Corporate Secretary</P>
<P ALIGN="CENTER">Penn Virginia Corporation</P>
<P ALIGN="CENTER">One Radnor Corporate Center</P>
<P ALIGN="CENTER">Suite 200, 100 Matsonford Road</P>
<P ALIGN="CENTER">Radnor, PA 19087 - 4515</P>
</FONT><FONT SIZE=1><P ALIGN="CENTER">(Name and address of agent for service)</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER">(610) 687-8900</P>
</FONT><FONT SIZE=1><P ALIGN="CENTER">(Telephone number, including area code, of agent for service)</P>
</FONT><B><FONT SIZE=5><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE BORDER CELLSPACING=1 BORDERCOLOR="#000000" CELLPADDING=0 WIDTH=715>
<TR><TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><BR>
Title of <BR>
Securities To <BR>
Be registered</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><BR>
Amount<BR>
To Be<BR>
Registered</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Proposed <BR>
Maximum</P>
<P ALIGN="CENTER">Offering Price <BR>
Per Share(1)</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><BR>
Proposed Maximum <BR>
Aggregate</P>
<P ALIGN="CENTER">Offering Price(1)</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><BR>
<BR>
Amount Of<BR>
Registration Fee</FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P>Common Stock par value $6.25 per share (2)(3)</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P><BR>
40,000 shares (4)</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P><BR>
27.47</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P><BR>
1,098,800</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P><BR>
219.76</FONT></TD>
</TR>
</TABLE>
<DIR>
<DIR>

<FONT SIZE=2><P>(1)&#9;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
27.75 and 27.19, respectively, as reported by the New York Stock Exchange on November 6, 2000.</P>
<P>(2)&#9;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.</P>
<P>(3)&#9;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.</P>
<P>(4)&#9;Representing 40,000 shares issuable pursuant to a stock option agreement with Lennox K. Black.</P></DIR>
</DIR>

</FONT><B><P ALIGN="CENTER"><A NAME="node2"></A>PART II</P>
</B><P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<B><P><A NAME="node3"></A>Item 3.&#9;Incorporation of Documents by Reference.</P>
</B><P>The following documents filed with the Securities and Exchange Commission (the &quot;Commission&quot;) by the Registrant pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), are hereby
incorporated by reference:</P>
<OL TYPE="a">
<DIR>
<DIR>

<OL TYPE="a">

<LI>Annual Report on Form 10-K for the year ended December 31, 1999;</LI>
<LI>Quarterly Reports on Form 10-Q for the quarters ended June 30, 2000, March 31, 2000 and September 30, 2000 and all other reports filed pursuant to Section 13(a) or 15(d) of the  Exchange Act since December 31, 1999; and</LI>
<LI>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) filed on May 13, 1991 and description of the Preferred Stock Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A Filed on February 20, 1998 (Commission File No. 0- 753).</LI>
<P>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.</P>
<B><P><A NAME="node4"></A>Item 4.&#9;Description of Securities.</P>
</B><P>Not applicable.</P>
<B><P><A NAME="node5"></A>Item 5.&#9;Interests of Named Experts and Counsel.</P>
</B><P>Not applicable.</P>
<B><P><A NAME="node6"></A>Item 6.&#9;Indemnification of Directors and Officers.</P>
</B><P>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.  </P>
<P>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.</P>
<P>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 &quot;Act&quot;) 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.</P>
<P>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.</P>
<B><P><A NAME="node7"></A>Item 7.&#9;Exemption from Registration Claimed.</P>
</B><P>Not applicable.</P>
<B><P><A NAME="node8"></A>Item 8.&#9;Exhibits.</P>
</B><P>Reference is made to the Exhibit Index which appears at page 7 of this Registration Statement for a detailed list of exhibits filed as a part hereof.</P>
<B><P><A NAME="node9"></A>Item 9.&#9;Undertakings.</P>
</B><LI VALUE=1>The undersigned Registrant hereby undertakes:</LI></OL>
</DIR>
</DIR>
</OL>

<OL>
<DIR>
<DIR>
<DIR>
<DIR>

<OL>

<LI>To file, during any period in which offers or sales are being made, a post-effective amendment to this registrant statement:</LI></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>

<OL TYPE="i">
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<OL TYPE="i">

<LI>To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</LI>
<LI>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;</LI>
<LI>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;</LI></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>

<P>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.</P>
<OL>
<DIR>
<DIR>
<DIR>
<DIR>

<OL>

<LI>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.</LI>
<LI>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.</LI></OL>
</DIR>
</DIR>
</DIR>
</DIR>
</OL>

<OL TYPE="a">
<DIR>
<DIR>

<OL TYPE="a">

<LI>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.</LI>
<LI>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.</LI></OL>
</DIR>
</DIR>
</OL>

<B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, the 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 November 6, 2000.</P><DIR>
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<P>PENN VIRGINIA CORPORATION</P><DIR>

<P>By:  <U>A. James Dearlove</U>_________<BR>
A. James Dearlove<BR>
President and Chief Executive Officer</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P>Each person whose signature appears below hereby constitutes A. James Dearlove and Nancy M. Snyder, and each of 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.</P>
<P>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 November 6, 2000.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=638>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>Signature</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>Title</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>President, Chief Executive Officer</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>A. James Dearlove____<BR>
</U>A. James Dearlove</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>and Chairman of the Board (Principal Executive Officer)</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>Vice President and Chief Financial Officer</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>Steven W. Tholen_____</U></TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>(Principal Financial Officer)</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>Steven W. Tholen</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>Controller</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>Ann N. Horton_______</U></TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>(Principal Accounting Officer)</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>Ann N. Horton</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>Richard A. Bachman</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>Lennox K. Black___</U></TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>Lennox K. Black</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>John D. Cadigan___</U></TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>John D. Cadigan</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>Robert Garrett_____</U></TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>Robert Garrett</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>Peter B. Lilly______</U></TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>Peter B. Lilly</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>Marsha Reines Perelman</U></TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>Marsha Reines Perelman</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<U><P>Joe T. Rye_______</U></TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>Joe T. Rye</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">
<P>John A. H. Shober</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">
<P>Director</TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>


<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">EXHIBIT INDEX</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=0 WIDTH=517>
<TR><TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER"><BR>
Exhibit<BR>
No.</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P ALIGN="CENTER"><BR>
<BR>
Description of Exhibit</TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="TOP">
<P>4.01</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Rights Agreement dated as of February 11, 1998 between the Registrant and American Stock Transfer &amp; Trust Company, as Agent (incorporated by reference to Exhibit 1.1 to the 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)).</TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="TOP">
<P>5.01</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Opinion of Dechert as to legality of securities being registered.</TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="TOP">
<P>23.01</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Consent of Arthur Andersen LLP.</TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="TOP">
<P>23.02</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Consent of Dechert (contained in opinion filed as Exhibit 5.01 to this Registration Statement).</TD>
</TR>
<TR><TD WIDTH="22%" VALIGN="TOP">
<P>24.01</TD>
<TD WIDTH="78%" VALIGN="TOP">
<P>Power of Attorney (included in Signature Page).</TD>
</TR>
</TABLE>

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{"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": "333-49438", "film-number": "754655"}, "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 ________, 2000
As filed with the Securities and Exchange Commission on November 7, 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
One Radnor Corporate Center
Suite 200, 100 Matsonford Road
Radnor, Pennsylvania 19087-4515
23-1184320
(State or other jurisdiction of incorporation or organization)
(Address of principal executive offices) (Zip Code)
(I.R.S. Employer Identification No.)
Stock Option Agreement
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
Securities To
Be registered
Amount
To Be
Registered
Proposed
Maximum
Offering Price
Per Share(1)
Proposed Maximum
Aggregate
Offering Price(1)
Amount Of
Registration Fee
Common Stock par value $6.25 per share (2)(3)
40,000 shares (4)
27.47
1,098,800
219.76
(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
27.75 and 27.19, respectively, as reported by the New York Stock Exchange on November 6, 2000.
(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.
(4)	Representing 40,000 shares issuable pursuant to a stock option agreement with Lennox K. Black.
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:
Annual Report on Form 10-K for the year ended December 31, 1999;
Quarterly Reports on Form 10-Q for the quarters ended June 30, 2000, March 31, 2000 and September 30, 2000 and all other reports filed pursuant to Section 13(a) or 15(d) of the  Exchange Act since December 31, 1999; and
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) filed on May 13, 1991 and description of the Preferred Stock Purchase Rights contained in the
Registrant's Registration Statement on Form 8-A Filed on February 20, 1998 (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 7 of this Registration Statement for a detailed list of exhibits filed as a part hereof.
Item 9.	Undertakings.
The undersigned Registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-effective amendment to this registrant statement:
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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;
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.
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.
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.
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.
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, the 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 November 6, 2000.
PENN VIRGINIA CORPORATION
By:
A. James Dearlove
_________
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 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 November 6, 2000.
Signature
Title
President, Chief Executive Officer
A. James Dearlove____
A. James Dearlove
and Chairman of the Board (Principal Executive Officer)
Vice President and Chief Financial Officer
Steven W. Tholen_____
(Principal Financial Officer)
Steven W. Tholen
Controller
Ann N. Horton_______
(Principal Accounting Officer)
Ann N. Horton
Richard A. Bachman
Director
Lennox K. Black___
Director
Lennox K. Black
John D. Cadigan___
Director
John D. Cadigan
Robert Garrett_____
Director
Robert Garrett
Peter B. Lilly______
Director
Peter B. Lilly
Marsha Reines Perelman
Director
Marsha Reines Perelman
Joe T. Rye_______
Director
Joe T. Rye
John A. H. Shober
Director
EXHIBIT INDEX
Exhibit
No.
Description of Exhibit
4.01
Rights Agreement dated as of February 11, 1998 between the Registrant and American Stock Transfer & Trust Company, as Agent (incorporated by reference to Exhibit 1.1 to the 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 as to legality of securities being registered.
23.01
Consent of Arthur Andersen LLP.
23.02
Consent of Dechert (contained in opinion filed as Exhibit 5.01 to this Registration Statement).
24.01
Power of Attorney (included in Signature Page).