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


     DIVISION OF
CORPORATION FINANCE


                                                              February 5, 2019

  Via E-Mail

  Christopher P. Davis
  Kleinberg, Kaplan, Wolff & Cohen, P.C.
  551 Fifth Avenue
  New York, New York 10176

          Re:     Penn Virginia Corporation
                  PREC14A filed on January 17, 2019
                  Filed by Mangrove Partners Master Fund, Ltd. et al.
                  File No. 1-13283

  Dear Mr. Davis:

          The staff in the Office of Mergers and Acquisitions in the Division
of Corporation
  Finance has conducted a limited review of the filing listed above and have
the following
  comments. In some of our comments, we may ask you to provide us with
information so we may
  better understand your disclosure.

          Please respond to this letter by amending your proxy statement, by
providing the
  requested information, or by advising us when you will provide the requested
response. If you do
  not believe our comments apply to your facts and circumstances or do not
believe an amendment
  is appropriate, please tell us why in your response.

         After reviewing any amendment to your filing and the information you
provide in
  response to these comments, we may have additional comments.

  Preliminary Proxy Statement filed on January 17, 2019

  General

      1. Clarify whether the percentage of Penn Virginia shares you present as
being owned by
         the participants in this solicitation includes the "Swaps," as defined
in the Schedule
         13D/A filed November 28, 2018 by the participants. If yes, clarify by
revising the
         disclosure in the proxy statement.

  Background to the Solicitation, page 7

      2. In the second bullet point in this section, briefly clarify what you
mean by "highly
         economic well results."
 Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
February 5, 2019
Page 2

   3. Projections of future performance or value may be misleading without an
appropriate
      basis or explanation. See Exchange Act Rule 14a-9. Cite to the source of
the figures
      presented in that bullet point, including the "guidance for 40%-60%
production growth in
      2019." Revise the proxy statement to explain the basis for these figures,
including the
      underlying assumptions. To the extent that these projections were
provided by a third
      party such as the Company, cite to the source of those figures.

   4. Refer again to the second bullet point in this section. Provide more
specifics about what
      you term the "Company's strong operational performance." Revise to
provide dates and
      specific measurements (earnings, production, etc.) for which you believe
the Company
      has shown strong results.

Reasons for the Solicitation, page 9

   5. Provide a source for the figures presented in paragraph 3 on page 9 (the
17.24% yield to
      worst on Denbury's 5.500% Senior Notes due 2022) and briefly explain the
methodology
      for this calculation. If it was measured as of a specific date, please
provide that date in
      the revised proxy statement.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to me at (202) 551-3263.


                                                            Sincerely,


                                                            /s/ Christina Chalk


                                                            Christina Chalk
                                                            Senior Special
Counsel
                                                            Office of Mergers
and Acquisitions