8-A12B

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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                           FORM 8-A


         FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
              PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                   ----------------------------

                        PENN VIRGINIA CORPORATION
      (Exact name of registrant as specified in its charter)

                       -----------------------------
     Virginia                                   23-1184320
(State of incorporation                      (I.R.S. Employer
    or organization)                           Identification 
                                                  Number)



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

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   Securities to be registered pursuant to Section 12(b) of 
the Act: 


Common Stock, par value $6.25 per share       New York Stock 
                                                Exchange
- ---------------------------------------   -------------------
        (Title of Class)                   (Name of Exchange)


Securities to be registered pursuant to Section 12(g) of the 
Act:


                              NONE
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Item 1.  Description of Securities to be Registered

         The following description of the Company's capital 
stock is a summary and is qualified in its entirety by 
reference to the Company's Articles of Incorporation (the 
"Company Articles") and Bylaws (the "Company Bylaws"), both 
of which are attached as exhibits hereto.  The description 
is also subject in all respects to the Virginia Stock 
Corporation Act, as amended (the "VSCA").

GENERAL

         The Company's authorized capital stock consists of 
16,000,000 shares of common stock, par value $6.25 per share 
(the "Common Stock") and 100,000 shares of preferred stock, 
par value $100 per share (the "Preferred Stock"), with such 
voting rights, dividend preferences, redemption and 
liquidation rights, sinking fund provisions and conversion 
privileges as may be specified, subject to the Company 
Articles, by the Company's Board of Directors.  The shares 
of Preferred Stock are issuable in one or more series. There 
are currently no outstanding shares of Preferred Stock.  The 
Common Stock is currently authorized for quotation on the 
Nasdaq National Market System ("NASDAQ/NMS").  The Company 
has filed a listing application with the New York Stock 
Exchange, Inc. (the "Exchange") for the listing of the Common Stock on the 
Exchange.  If the Common Stock is approved by listing on the Exchange, the 
Company intends to cease quotation and delist the Common Stock from 
NASDAQ/NMS.

COMMON STOCK

         Dividends.  Holders of the Common Stock are 
entitled to receive such dividends as may be declared by 
the Board of Directors, in its discretion.  The Company's 
ability to pay dividends on the Common Stock is subject to 
the legal availability of funds therefor as well as 
restrictions contained in the Company Articles and Company 
Bylaws (including prior full payment of dividends as to any 
Preferred Stock) and the Company's debt agreements.  Under 
the terms of that certain Credit Agreement dated as of August 
6, 1996, as amended, among the Company and the banks named 
therein (the "Credit Agreement"), under certain 
circumstances, the Company may not pay dividends (i) in 
excess of 55% of the Company's consolidated earnings before 
interest, taxes, depreciation and amortization, or (ii) in 
the event of a default under the Credit Agreement.  The 
Company is currently in compliance with the terms of the 
Credit Agreement.  The foregoing description 
of the Credit Agreement is a summary and is qualified in its 
entirety by reference to the text of the Credit Agreement 
which has been filed as Exhibit A(4) to the Company's 
Quarterly Report on Form 10-Q for the quarter ended September 
30, 1996 and is incorporated herein by reference.

         Voting Rights.  The holders of the Common Stock have 
the right to elect directors of the Company and vote on all 
other matters.  At every meeting of shareholders of the 
Company, the holders of record of shares of the Common Stock 
entitled to vote at the meeting are entitled to one vote for 
each share of Common Stock held.  Shareholders of the Company 
are not entitled to cumulative voting in the election of 
directors.  Holders of the Common Stock have certain 
additional special voting rights under the Company Articles 
and the VSCA in the event of certain extraordinary 
transactions.  See "- Provisions of the Company Articles and 
Virginia Law."


         No Preemptive Rights.  Shareholders of the Company 
are not entitled to any preemptive rights to purchase or to 
subscribe to any additional or increased stock of any class 
or any obligations convertible into any class or classes of 
stock.

         Liquidation Rights.  In the event of voluntary or 
involuntary liquidation of the Company, holders of the Common 
Stock shall be entitled to receive pro rata all of the 
remaining assets of the Company available for distribution to 
its shareholders after all amounts to which the holders of 
any Preferred Stock are entitled have been paid or set aside 
in cash for payment.

         American Stock Transfer and Trust Company acts as 
transfer agent, registrar and dividend disbursing agent for 
the Common Stock.

PROVISIONS OF THE COMPANY ARTICLES AND VIRGINIA LAW

         Additional Shares.  The Company's Board of Directors 
is authorized by the Company Articles, without further 
shareholder action, to divide the authorized shares of 
Preferred Stock of the Company in one or more series and to 
fix and determine the voting rights, dividend preferences, 
redemption and liquidation rights, sinking fund provisions 
and conversion privileges, if any, of such class or series.  
Although the Company has no present plans to issue any shares 
of Preferred Stock, the issuance of shares of Preferred Stock, 
or the issuance of rights to purchase Preferred Stock, may 
have the effect of delaying, deferring or preventing a change 
in control of the Company or an unsolicited acquisition proposal.

         Certain other provisions of the Company Articles and 
the Company Bylaws could also have the effect of delaying, 
deferring or preventing any change of control of the Company 
or an unsolicited acquisition proposal, including (a) the 
absence of authority for shareholder action by written consent 
by less than all of the Company's shareholders; (b) directors 
and officers indemnification; (c) reserving to the Board of 
Directors of the Company the authority to fill vacancies on the 
Board of Directors; and (d) the supermajority approval by 
shareholders of certain transactions.  Under the Company 
Articles, subject to several important exceptions discussed 
below, the following transactions require the affirmative vote 
of the holders of at least 90% of the voting power of the then 
outstanding capital stock of the Company entitled to vote for 
directors (the "Voting Stock"): (i) any merger or 
consolidation of the Company or any subsidiary with a person 
(or any affiliate thereof) who or which is the beneficial 
owner of more than 10% of the voting power of the Voting Stock 
or is an affiliate of the Company and was a beneficial owner 
of such voting power within two years prior to the date in 
question or is the assignee (through a non-public transfer) of 
shares which were owned by such beneficial owner within two 
years prior to the date in question (a "Related Person"), (ii) 
any sale, lease or other transfer to any Related Person (or 
affiliate thereof) of any assets of the Company or any 
subsidiary having an aggregate Fair Market Value (as defined 
in the Company Articles) of $1,000,000 or more, (iii) the 
issuance or transfer of any securities of the Company or any 
subsidiary to any Related Person (or affiliate thereof) in 
exchange for cash, securities or other property having an 
aggregate Fair Market Value of $1,000,000 or more, (iv) the 
repurchase of Voting Stock by the Company or any subsidiary 
in exchange for cash, securities or other property having an 
aggregate Fair Market Value of $1,000,000 or more, (v) the 
adoption of any plan for the liquidation or dissolution of 
the Company proposed by a Related Person (or affiliate 
thereof), or (vi) any reclassification of securities or 
recapitalization or any other transaction which has the effect 
of increasing the 

proportionate share of the outstanding shares of any class 
of equity or convertible securities of the Company or a 
subsidiary which is owned by a Related Person (or affiliate 
thereof).

         The transactions listed in (i) through (vi) above do 
not, however, require the affirmative vote of holders of 90% 
of the voting power as described above if either (i) the 
transaction is approved by a majority of the Continuing 
Directors or (ii) certain detailed "fair price and procedure" 
criteria are satisfied.  For this purpose, the term 
"Continuing Director" means (i) any person who was a director 
of the Company as of May 1, 1984, or (ii) any director who is 
not affiliated with the Related Person and was a director 
before such Related Person became a Related Person, or (iii) 
a successor director who is not affiliated with the Related 
Person and is recommended to succeed a Continuing Director 
by a majority of the Continuing Directors then in office.  
Under the fair price and procedure criteria, (i) the Fair 
Market Value of consideration received by the holders of 
Common Stock in any such transaction must be at least equal 
to the highest of (a) the highest per share price paid by 
the Related Person for any shares acquired by it in the 
transaction in which it became a Related Person or within 
two years of the date of the first public announcement of 
the proposal of such transaction (the "Announcement Date"); 
(b) the Fair Market Value per share of Common Stock on 
the Announcement Date or on the date on which the Related 
Person became a Related Person, whichever is higher; (c) 
the earnings per share of Common Stock for the four full 
consecutive fiscal quarters immediately preceding the 
Announcement Date as to which financial results have been 
published by the Company, multiplied by the then highest 
price/earnings multiple (if any) of such Related Person, 
or its affiliates, as customarily computed and reported in 
the financial community; (d) the Fair Market Value per share 
of Common Stock multiplied by a fraction, the numerator of 
which is the highest per share price paid by the Related 
Person for any shares of Common Stock acquired by such 
Related Person within the two-year period immediately prior 
to the Announcement Date and the denominator of which is the 
Fair Market Value per share of Common Stock on the first day 
in such two-year period upon which the Related Person 
acquired any shares of Common Stock; and (e) the highest 
Fair Market Value per share of Common Stock in the one-year 
period immediately prior to the Announcement Date; (ii) the 
consideration received by the holders of Common Stock in any 
such transaction shall be either cash or the same type of 
consideration used by the Related Person in acquiring the 
largest portion of its holdings of Common Stock prior to 
the Announcement Date; (iii) after such Related Person has 
become a Related Person, and prior to the consummation of 
such transaction, there shall have been no reduction in the 
annual rate of dividends paid on the Common Stock except as 
approved by a majority of the Continuing Directors, subject 
to certain exceptions, and such Related Person shall not 
have become the beneficial owner of any additional shares of 
Voting Stock except as part of the transaction which results 
in such Related Person becoming a Related Person; (iv) after 
such Related Person has become a Related Person, such Related 
person shall not have received the benefits of any loans, 
advances, guarantees, pledges or other financial assistance 
or any tax credits or other tax advantages provided by the 
Company disproportionate to its shareholders; and (v) a proxy 
or information statement describing such transaction and 
complying with the Exchange Act shall be mailed to the 
Company's shareholders at least 30 days prior to the 
consummation of such transaction.

         The Continuing Directors have the power and duty to 
determine for the purposes of the provisions described in the 
two preceding paragraphs (i) whether a person is a Related 
Person, (ii) the number of shares of Voting Stock 
beneficially owned by any person, (iii) whether a person is 
an affiliate of another, (iv) whether the assets which are 
the subject of any such transaction have, 

or the consideration to be received or paid for the issuance, 
transfer or purchase of any securities in any such 
transaction has, an aggregate Fair Market Value of $1,000,000 
or more, and (v) any other matter relating to the 
applicability or effect of such provisions.

         Virginia Stock Corporation Act.  The VSCA contains 
provisions governing "Affiliated Transactions."  These 
provisions, with certain exceptions, require approval of 
material acquisition transactions between a Virginia 
corporation and any beneficial owner of more than 10% of 
any class of its outstanding voting shares (an "Interested 
Shareholder") by the holders of at least two-thirds of the 
remaining voting shares.  Affiliated Transactions subject to 
this approval requirement include mergers, share exchanges, 
certain material dispositions of corporate assets not in the 
ordinary course of business, certain sales or issuances to 
the Interested Shareholder of voting securities of the 
corporation or its subsidiaries, any dissolution of the 
corporation proposed by or on behalf of an Interested 
Shareholder or any reclassification, including reverse stock 
splits, recapitalization or merger of the corporation with 
its subsidiaries, which increases the percentage of voting 
shares owned beneficially by an Interested Shareholder by 
more than 5%.

         For three years following the time that an 
Interested Shareholder becomes the beneficial owner of 10% 
of the outstanding voting shares, subject to certain 
exceptions, a Virginia corporation cannot engage in an 
Affiliated Transaction with such Interested Shareholder 
without approval of two-thirds of the voting shares other 
than those shares beneficially owned by the Interested 
Shareholder, and majority approval of the "Disinterested 
Directors."  A Disinterested Director means, with respect to 
a particular Interested Shareholder, a member of the board 
of directors who was (i) a member before the later of January 
1, 1988 and the date on which an Interested Shareholder became 
an Interested Shareholder or (ii) recommended for election by, 
or was elected to fill a vacancy and received the affirmative 
vote of, a majority of the Disinterested Directors then on 
the board.  At the expiration of the three-year period, 
subject to certain exceptions, the statute requires approval 
of Affiliated Transactions by two-thirds of the voting shares 
other than those beneficially owned by the Interested 
Shareholder.

         The principal exceptions to the special voting 
requirement apply to transactions proposed after the 
three-year period has expired and require either that the 
transaction be approved by a majority of the corporation's 
Disinterested Directors or that the transaction satisfy the 
fair-price requirements of the statute.  In general, the 
fair-price requirements provide that in a two-step 
acquisition transaction, the Interested Shareholder must pay 
the shareholders in the second step either the same amount 
of cash or the same amount and type of consideration paid to 
acquire the Virginia corporation's shares in the first step.

         None of the foregoing limitations and special voting 
requirements applies to a transaction with an Interested 
Shareholder (i) whose acquisition of shares making such person 
an Interested Shareholder was approved in advance by a 
majority of the Virginia corporation's Disinterested Directors 
or (ii) who was an Interested Shareholder on the date the 
corporation became subject to these provisions by virtue of 
its having 300 shareholders of record.

         In addition, the statute provides that, by affirmative vote of a 
majority of the voting shares other than shares owned by any Interested 
Shareholder, a corporation can adopt an amendment to its articles of 
incorporation or bylaws providing that the Affiliated Transactions 
provisions shall not apply to the corporation.  The Company has not 
adopted any such amendment.


         The VSCA also contains provisions relating to "control 
share acquisitions," which are transactions causing the voting 
strength of any person acquiring beneficial ownership of shares 
of a public corporation in Virginia to meet or exceed certain 
threshold percentages (20%, 33-1/3% or 50%) of the total votes 
entitled to be cast for the election of directors.  The statute 
provides certain exceptions to the definition of "control share 
acquisition," including, among others, the acquisition of 
shares (i) pursuant to a merger or share exchange, or a tender 
or exchange offer, that is made pursuant to an agreement to 
which the issuing public corporation is a party, (ii) directly 
from the issuing public corporation, from its wholly-owned 
subsidiary or from a corporation having beneficial ownership of 
shares of the issuing public corporation having at least a 
majority, before such transaction, of the votes entitled to 
be cast for the election of directors and (iii) by or from any 
person whose voting rights had previously been authorized by 
the shareholders of the Company under this statute or whose 
previous acquisition of beneficial ownership would have 
constituted a control share acquisition but for one of the 
other exceptions, subject to the threshold percentage as 
specified in the shareholders' authorization.  Shares acquired 
in a control share acquisition have no voting rights unless 
(i) the voting rights are granted by the vote of a majority 
of all outstanding shares other than those held by the 
acquiring person or any officer or employee director of the 
corporation or (ii) the articles of incorporation or bylaws 
of the corporation provide that the control share acquisition 
provisions of the VSCA do not apply to acquisitions of its 
shares.  The acquiring person may require that a special 
meeting of the shareholders be held to consider the grant of 
voting rights to the shares acquired in the control share 
acquisition.  The Company Articles and Company Bylaws do not 
contain provisions rendering the control share acquisition 
provisions of the VSCA inapplicable to acquisition of shares 
of Common Stock of the Company.

         Each of the foregoing agreements and provisions, 
including the existence under the Company Articles of amounts 
of authorized but unissued Preferred Stock and Common Stock, 
could have the effect of delaying, deferring or preventing a 
change in control of the Company or an unsolicited acquisition 
proposal.

         The foregoing description of the Company Articles and 
the Company Bylaws does not purport to be complete and is 
qualified in its entirety by reference to the complete text of 
the Company Articles and the Company Bylaws, which are 
incorporated herein by reference.

Item 2.         Exhibits

     1.   Amended and Restated Articles of Incorporation of the 
          Company

     2.   Amended Bylaws of the Company

     A copy of this Registration Statement and all exhibits 
required by Instruction II to Item 2 will be supplied to the 
New York Stock Exchange.  


                                 SIGNATURE



     Pursuant to the requirements of Section 12 of the Securities 
Exchange Act of 1934, as amended, the Registrant has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereto duly authorized.

     Dated:  August 18, 1997            PENN VIRGINIA CORPORATION
                                              (Registrant)



                           By:  /s/ Steven W. Tholen
                               ---------------------------
                                Steven W. Tholen, Vice President
                                and Chief Financial Officer


 

 

EX-3.(I)

                     PENN VIRGINIA CORPORATILON
                    ARTICLES OF INCORPORATION
             ADOPTED MAY 6, 1997; EFFECTIVE JUNE 12, 1997
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ARTICLE 1.  The name of the corporation is Penn Virginia 
Corporation.


ARTICLE 2.  The purposes for which the corporation is 
organized are to do any one or more of the following:

       (a) buy, sell, own, lease, process, refine and 
otherwise deal in and with coal, oil, gas, timber and 
minerals and in the lands, leases and other property 
related to any of them;

       (b) buy, sell, make, process and otherwise deal 
in and with property of any kind and description, for 
its own account or for the account of others; and 
render services of every kind and description; 
and

       (c) engage in any other business or activity 
not prohibited by law or required to be stated in the 
Articles of Incorporation.


ARTICLE 3.  The number of directors, not less than 
three, shall be fixed by the bylaws, and in the absence 
of a bylaw fixing the number, the number shall be 11.


ARTICLE 4.  Stockholders shall not have pre-emptive or 
other rights to subscribe for, purchase or receive any 
proportionate share of the unissued stock of the 
corporation. 


ARTICLE 5.  The corporation shall have perpetual 
existence.


ARTICLE 6.   The aggregate number of shares which the 
corporation has authority to issue is 16,100,000 
shares, divided into two classes consisting of 100,000 
shares of Preferred Stock of the par value of $100 per 
share (hereinafter called "Preferred Stock") and 
16,100,000 shares of Common Stock of the par value of 
$6.25 per share (hereinafter called "Common Stock").

The following is a description of each class of shares, 
and a statement of the preferences, qualifications, 
limitations, restrictions and the special or relative 
rights granted to or imposed upon them (except those which the board of 
directors is authorized to fix as herein
after provided):


                         PREFERRED STOCK

     (a) Issue in Series.  The shares of Preferred Stock 
from time to time may be divided into and issued herein 
and in the resolution of the board of directors providing 
for the issue. All shares of any one series of Preferred 
Stock shall be identical, and all series of Preferred 
Stock shall rank equally and be identical except as 
permitted hereunder.

     (b) Creation of Series.  The board of directors of 
the corporation shall have the authority by resolution 
to divide the Preferred Stock into one or more series, 
and to fix and determine with respect to each series (i) 
the rate of dividend, the time of payment and the dates 
from which dividends shall be cumulative, and the extent 
of participation rights, if any; (ii) any right to vote 
with holders of shares of any other series or class and 
any right to vote as a class, either generally or as a 
condition to specified corporate action; (iii) the price 
at and the terms and conditions on which shares may be 
redeemed; (iv) the amounts payable upon shares in the 
event of voluntary or involuntary liquidation; (v) 
sinking fund provisions for the redemption or purchase 
of shares; and (vi) the terms and conditions on which 
shares may be converted, if the shares of any series 
are issued with the privilege of conversion.

                          COMMON STOCK

     (c) Dividends.  Holders of Common Stock shall be 
entitled to receive such dividends as may be declared 
by the board of directors, except that the corporation 
will not declare, pay or set apart for payment any 
dividend on shares of Common Stock (other than 
dividends payable in Common Stock), or directly or 
indirectly make any distribution on, redeem, purchase 
or otherwise acquire any such shares, if at the time of 
such action the corporation is in default with respect 
to any dividend payable on or any sinking or purchase 
fund requirement relating to shares of Preferred Stock.

     (d) Distribution of Assets.  In the event of the 
voluntary or involuntary liquidation of the 
corporation, holders of Common Stock shall be entitled 
to receive pro rata all of the remaining assets of the 
corporation available for distribution to its 
stockholders after all amounts to which the holders of 
Preferred Stock are entitled have been paid or set aside 
in cash for payment.



ARTICLE 7.  CERTAIN SIGNIFICANT TRANSACTIONS.

Section 1.  Higher Vote for Certain Significant 
Transactions.


     A. Higher Vote for Certain Significant 
Transactions.  In addition to any affirmative vote 
required by law or these Articles of Incorporation, and 
as except as otherwise expressly provided in Section 2 
of this Article 7

     (i) any merger or consolidation of the corporation or 
     any Subsidiary (as hereinafter defined) with (a) any 
     Related Person (as hereinafter defined), or (b) any 
     other corporation (whether or not itself a Related 
     Person) which is, or after such merger or 
     consolidation would be, an Affiliate (as 
     hereinafter defined) of a Related Person; or

     (ii) any sale, lease, exchange, mortgage, pledge, 
     transfer or other disposition (in one transaction or 
     a series of transactions) to or with any Related 
     Person or any Affiliate of any Related Person of any 
     assets of the corporation or any Subsidiary having 
     an aggregate Fair Market Value (as hereinafter 
     defined) of $1,000,000 or more; or

     (iii) the issuance or transfer by the corporation 
     or any Subsidiary (in one transaction or a series of 
     transactions) of any securities of the corporation 
     or any Subsidiary to any Related Person or any 
     Affiliate of any Related Person in exchange for 
     cash, securities or other property (or a 
     combination thereof) having an aggregate Fair 
     Market Value of $1,000,000 or more; or

     (iv) the purchase by the corporation or any 
     Subsidiary (in one transaction or a series of 
     transactions within a two-year period) of any 
     outstanding shares of capital stock of the 
     corporation which entitle the holder thereof to 
     vote generally in the election of directors (the 
     "Voting Stock") in exchange for cash, securities 
     or other property (or a combination 
     thereof) having an aggregate Fair Market Value 
     of $1,000,000 or more; or

     (v) the adoption of any plan or proposal for 
     the liquidation (partial or complete) or 
     dissolution of the corporation proposed 
     by or on behalf of a Related Person or any 
     Affiliate of any Related Person; or

     (vi) any reclassification of securities (including 
     any reverse stock split), or recapitalization of 
     the corporation, or any merger or consolidation of 
     the corporation with any of its Subsidiaries or 
     any other transactions (whether or not with or 
     into or otherwise involving a Related Person) 
     which has the effect, directly or indirectly, 
     of increasing the proportionate share of the 
     outstanding shares of any class of equity or 
     convertible securities of the corporation or 
     any Subsidiary which is directly or indirectly 
     owned by any Related Person or any Affiliate of 
     any Related Person; 


     shall require the affirmative vote of the holders 
     of at least 90% of the voting power of the then 
     outstanding shares of Voting Stock, voting together 
     as a single class.  Such affirmative vote shall be 
     required notwithstanding the fact that no vote may 
     be required, or that a lesser percentage may be 
     specified, by law or in any agreement with any 
     national securities exchange or otherwise.

     B.  Definition of "Significant Transaction."  The 
term "Significant Transaction" as used in this Article 
7 shall mean any transaction which is referred to in any 
one or more of clauses (i) through (vi) of paragraph A 
of this Section 1.


Section 2.  When Higher Vote is Not Required.

The provisions of Section 1 of this Article 7 shall not 
be applicable to any particular Significant Transaction, 
and such Significant Transaction shall require only such 
affirmative vote as is required by law, the Bylaws of 
the corporation, and any other provision of these 
Articles of Incorporation, if all of the conditions 
specified in either of the following paragraphs A and B 
are met:

     A. Approval by Continuing Directors.  The 
Significant Transaction shall have been approved by 
a majority of the Continuing Directors (as hereinafter 
defined) then in office.

     B. Price and Procedure Requirements.  All of the 
following conditions shall have been met:

     (i) The aggregate amount of the cash and the Fair 
     Market Value as of the date of the consummation of 
     the Significant Transaction of consideration other 
     than cash to be received per share by holders of 
     the Company's Common Stock in such Significant 
     Transaction shall be at least equal to the 
     highest of the following:

           (a) (if applicable) the highest per share price 
     (including any brokerage commissions, transfer taxes 
     and soliciting dealers' fees) paid by the Related 
     Person for any shares of Common Stock acquired by it 
     (a) within the two-year period immediately prior to 
     the first public announcement of the proposal of the 
     Significant Transaction (the "Announcement Date") or 
     (b) in the transaction in which it became a Related 
     Person, whichever is higher;

           (b) the Fair Market Value per share of Common 
     Stock on the Announcement Date or on the date on 
     which the Related Person became a Related Person 
     (such latter date is referred to in this Article 7 
     as the "Determination Date"), whichever is higher;

           (c) the earnings per share of Common Stock 
     for the four full consecutive fiscal quarters 
     immediately preceding the Announcement Date as to 
     which financial results have been published by 
     the corporation, multiplied by the then highest 
     price/earnings multiple (if any) of such Related 
     Person or any of its Affiliates as customarily 
     computed and reported in the financial community;

         (d) (if applicable) the price per share equal 
     to the Fair Market Value per share of Common Stock 
     determined pursuant to paragraph (B)(i)(b) of this 
     Section 2, multiplied by a fraction the numerator 
     of which is the highest per share price (including 
     any brokerage commissions, transfer taxes and 
     soliciting dealers' fees) paid by the Related 
     Person for any shares of ommon Stock acquired by 
     it within the two-year period immediately prior to 
     the Announcement Date and the denominator of which 
     is the Fair Market Value per share of Common Stock 
     on the first day in such two-year period upon 
     which the Related Person acquired any shares of 
     Common Stock; and

         (e) the highest Fair Market Value per share of 
     Common Stock in the one-year period immediately 
     prior to the Announcement Date.

     (ii) The consideration to be received by the 
     holders of Common Stock in such Significant 
     Transaction shall be either cash or the same type 
     of consideration used by the Related Person in 
     acquiring the largest portion of its holdings of 
     Common Stock prior to the Announcement Date.

     (iii) After such Related Person has become a 
     Related Person, and prior to the consummation of 
     such Significant Transaction: (a) there shall 
     have been (1) no reduction in the annual rate of 
     dividends paid on the Common Stock (except as 
     necessary to reflect any subdivision of the 
     Common Stock), except as approved by a majority 
     of the Continuing Directors, and (2) an increase 
     in such annual rate of dividends as necessary to 
     reflect any reclassification (including any 
     reverse stock split), recapitalization,
     reorganization or other similar corporate 
     transactions which has the effect of reducing 
     the number of outstanding shares of Common 
     Stock, unless the failure to so increase the 
     annual rate is approved by a majority of the 
     Continuing Directors; and (b) such Related 
     Person shall not have become the beneficial 
     owner of any additional shares of Voting 

     Stock except as part of the transaction which 
     results in such Related Person becoming a 
     Related Person.

     (iv) After such Related Person has become a 
     Related Person, such Related Person shall not 
     have received the benefit, directly or 
     indirectly (except proportionately as a 
     shareholder of the corporation), of any loans, 
     advances, guarantees, pledges or other 
     financial assistance or any tax credits or other 
     tax advantages provided by the Corporation, whether 
     in anticipation of or in connection with such 
     Significant Transaction or otherwise.

     (v) A proxy or information statement describing the 
     proposed Significant Transaction and complying with 
     the requirements of the Securities Exchange Act of 
     1934 and the rules and regulations thereunder (or 
     any subsequent provisions replacing such Act, 
     rules or regulations) shall be mailed to public 
     shareholders of the corporation at least 30 days 
     prior to the consummation of such Significant 
     Transaction (whether or not such proxy or 
     information statement is required to be mailed 
     pursuant to such Act or subsequent provisions).

SECTION 3.  Certain Definitions.

For the Purposes of this Article 7:

     A. A "person" shall mean any individual, firm, corporation or other entity.

     B. "Related Person" shall mean any person (other than the corporation or 
         any Subsidiary) who or which:

     (i) is the beneficial owner, directly or indirectly, 
     of more than 10% of the voting power of the 
     outstanding Voting Stock; or

     (ii) is an Affiliate of the corporation and at any 
     time within the two-year period immediately prior to 
     the date in question was the beneficial owner, 
     directly or indirectly, of 10% or more of the voting 
     power of the then outstanding Voting Stock;

     (iii) is an assignee of or has otherwise succeeded to 
     any shares of Voting Stock which were at any time 
     within the two-year period prior to the date in 
     question beneficially owned by any Related Person, 
     if such assignment or succession shall have 
     occurred in the 

     course of a transaction or series of transactions not 
     involving a public offering within the meaning of the 
     Securities Act of 1933.

If two or more persons shall at any time be "Related 
Persons," each Related Person whose involvement in a 
transaction causes it to be a Significant Transaction 
shall be treated as: (i) "the Related Person" for 
purposes of the application of the price and procedure 
requirements of paragraph B of Section 2 of this Article 
7 to such Significant Transaction, and (ii) as "the 
Related Person in question" for purposes of determining 
whether a person is a Continuing Director with respect 
to such Significant Transaction.

     C. A person shall be a "beneficial owner" of any 
Voting Stock:

     (i) which such person or any of its Affiliates or 
     Associates (as hereinafter defined) beneficially 
     owns, directly or indirectly; or

     (ii) which such person or any of its Affiliates 
     or Associates has (a) the right to acquire 
     (whether such a right is exercisable 
     immediately or only after the passage of time), 
     pursuant to any agreement, arrangement or 
     understanding or upon the exercise of 
     conversion rights, exchange rights, warrants 
     or options, or otherwise, or (b) the right to 
     vote pursuant to any agreement, arrangement or 
     understanding; or 

     (iii) which are beneficially owned, directly or 
     indirectly, by any other person with which such 
     person or any of its Affiliates or Associates has 
     any agreement, arrangement or understanding 
     for the purpose of acquiring, holding, voting or 
     disposing of any shares of Voting Stock.

     D. For the purposes of determining whether a person 
is a Related Person pursuant to paragraph B of the Section 
3, the number of shares of Voting Stock deemed to be 
outstanding shall include shares deemed owned by such 
person through application of paragraph C of this Section 
3 but shall not include any other shares of Voting Stock 
which may be issuable pursuant to any agreement, 
arrangement or understanding, or upon exercise of 
conversion rights, warrants or options, or otherwise.

     E.  "Affiliate" or "Associate" shall have the 
respective meanings ascribed to such terms in Rule 12b-2 
of the General Rules and Regulations under the Securities 
Exchange Act of 1934, as in effect on March 21, 1984.


     F. "Subsidiary" means any corporation of which a 
majority of any class of equity security is owned, 
directly or indirectly, by the corporation; provided, 
however, that for the purposes of the definition of 
Related Person set forth in paragraph B of this 
Section 3, the term "Subsidiary" shall mean only a 
corporation of which a majority of each class of equity 
security is owned, directly or indirectly, by the 
corporation.

     G. "Continuing Director" means (i) any person who was 
a member of the Board of Directors of the Company (the 
"Board") as of May 1, 1984, or (ii) any member of the 
Board who is not affiliated with the Related Person in 
question and was a member of the Board prior to 
the time that the Related Person in question became a 
Related Person, or (iii) a successor of a Continuing 
Director who is unaffiliated with the Related Person in 
question and is recommended to succeed a Continuing 
Director by a majority of Continuing Directors then on 
the Board.

      H. "Fair Market Value" means: (i) in the case of 
stock, the highest closing sale price during the 30-day 
period immediately preceding the date in question of a 
share of such stock on the Composite Tape for New York 
Stock Exchange--Listed Stocks, or if such stock is not 
quoted on the Composite Tape, on the New York Stock 
Exchange, or if such stock is not listed on such Exchange, 
on the principal United States securities exchange 
registered under the Securities Exchange Act of 1934 on 
which such stock is listed, or, if such stock is not 
listed on any such property on the date in question as 
determined by the Board in good faith exchange, the 
highest closing bid quotation with respect to a share 
of such stock during the 30-day preceding the date in 
question on the National Association of Securities 
Dealers, Inc. Automated Quotations System or any 
similar system then in use, or if no such quotations 
are available, the fair market value on the date in 
question of a share of such stock as determined by 
the Board in good faith; and (ii) in the case of 
property other than cash or stock, the fair market 
value of such property on the date in question as 
determined by the Board in good faith.

     I. In the event any Significant Transaction involves 
a merger in which the corporation is the surviving 
corporation, the phrase "consideration other than cash 
to be received" as used in paragraph B(i) of Section 2 of 
this Article shall include the shares of any other class 
of outstanding Voting Stock retained by the holders of 
such shares.


SECTION 4. Miscellaneous.

     A. The Continuing Directors of the corporation shall 
have the power and duty to determine for the purposes of 
this Article 7, on the basis of information known to them 
after reasonable inquiry, (i) whether a person is a 
Related Person, (ii) the number of shares of Voting 

Stock beneficially owned by any person, (iii) whether a 
person is an Affiliate or Associate of another (iv) 
whether the assets which are the subject of any 
Significant Transaction have, or the consideration to be 
received or paid by the corporation or any 
Subsidiary for the issuance, transfer or purchase of any 
securities in any Significant Transaction has, an 
aggregate Fair Market Value of $1,000,000 or more, and 
(v) any other matter relating to the applicability or 
effect of this Article 7.

      B. Nothing contained in this Article 7 shall be 
construed to relieve any Related Person from any 
fiduciary obligation imposed by law.

     C. In the event any section, paragraph (or portion 
thereof) of this Article 7 shall be found to be invalid, 
prohibited or unenforceable for any reason, the remaining 
provisions of this Article 7 shall be deemed to remain in 
full force and effect, and shall be construed as if such 
invalid, prohibited or unenforceable provision had been 
stricken herefrom or otherwise rendered inapplicable, it 
being the intent of the corporation and its shareholders 
that each such remaining provision (or portion thereof) 
of this Article 7 remain, to the fullest extent permitted 
by law, applicable and enforceable as to all 
shareholders, including Related Persons, notwithstanding 
any such finding. 


ARTICLE 8.  Any provision in these Articles of 
Incorporation or in the Bylaws of the corporation to the 
contrary notwithstanding, no provision of Articles 7 or 8 
of these Articles shall be altered, amended, supplemented 
or repealed by the shareholders of the corporation, and no 
provision of the Bylaws or of these Articles of 
Incorporation inconsistent with any such provisions shall 
be adopted by the shareholders of the corporation, except 
by the affirmative vote of the holders of at least 90% of 
the outstanding shares of capital stock of the corporation 
entitled to vote generally in the election of directors, 
considered for this purpose as one class, provided that an 
amendment the effect of which is solely to add additional 
minimum price or procedural requirements to those already 
enumerated in paragraph B of Section 2 of Article 7 may be 
adopted in the manner otherwise prescribed by statute to 
the other provisions of these Articles of Incorporation.

EX-3.(II)

                 PENN VIRGINIA CORPORATION
                           BYLAWS
                  AS AMENDED JULY 22, 1997
             -----------------------------------



ARTICLE 1   SHAREHOLDERS

Section 1.   Meetings.

     A.   Annual Meeting.   Unless otherwise fixed by the 
board of directors the annual meeting of shareholders for 
the election of directors and for other business shall be 
held on the first Tuesday of May in each year or, if that 
day is a legal holiday, on the first subsequent business 
day.

     B.   Special Meetings.   Special meetings of the 
shareholders may be called at any time by the chief 
executive officer, or a majority of the board of 
directors, or the holders of at least one-fifth of the 
shares of stock of the Company outstanding and entitled 
to vote.

     C.   Place.   Meetings of the shareholders shall be 
held at such place in Philadelphia, Pennsylvania or 
elsewhere, as may be fixed by the board of directors in 
the notice of meeting.


Section 2.   Notice.

Written notice of the time and place of all meetings of 
shareholders and of the purpose of each special meeting 
of shareholders shall be given to each shareholder 
entitled to vote thereat at least ten days before the 
date of the meeting, unless a greater period of notice 
is required by law in a particular case.


Section 3.   Voting.

     A.   Voting Rights.  Except as otherwise provided 
herein, or in the Articles of Incorporation, or by law, 
every shareholder shall have the right at every 
shareholders' meeting to one vote for every share 
standing in his name on the books of the Company which 
is entitled to vote at such meeting.  Every shareholder 
may vote either in person or by proxy.

     B.   Election of Directors.  At each annual 
meeting the shareholders shall elect nine directors who 
shall constitute the entire Board.


Section 4.   Quorum.

The presence, in person or by proxy, of the holders of 
a majority of the outstanding shares of stock of the 
Company entitled to vote at a meeting shall constitute 
a quorum.  If a quorum is not present, no business shall 
be transacted except to adjourn to a future time.



ARTICLE 2   DIRECTORS

Section 1.   Term of Office.

Each director elected at an annual meeting of the 
shareholders shall hold office until the next annual 
meeting, unless properly removed or disqualified, and 
until such further time as his successor is elected and 
has qualified.


Section 2.    Powers.

The business of the Company shall be managed by the 
board of directors which shall have all powers conferred 
by law and these bylaws.  The board of directors shall 
elect, remove or suspend officers, determine their 
duties and compensations, and require security in such 
amounts as it may deem proper.


Section 3.   Meetings.

     A.   Regular Meetings.  Regular meetings shall be 
held at such times as the board shall designate by 
resolution.  Notice of regular meetings need not be 
given.

     B.   Special Meetings.  Special meetings of the 
board may be called at any time by the chief executive 
officer and shall be called by him upon the written 
request of one-third of the directors.  Written notice 
of the time, place and the general nature of the 
business to be transacted at each special meeting shall 
be given to each director at least three days before 
such meeting.

     C.   Place.  Meetings of the board of directors 
shall be held at such place as the board may designate 
or as may be designated in the notice calling the 
meeting.


Section 4.    Quorum.

A majority of the number of directors in office 
immediately before the meeting begins shall constitute 
a quorum for the transaction of business at any meeting 
and, except as provided in Article VII, the acts of a 
majority of the directors present at any meeting at 
which a quorum is present shall be the acts of the board 
of directors.


Section 5.   Vacancies.

Vacancies in the board of directors (including one 
resulting from an increase by not more than two) shall 
be filled by vote of a majority of the remaining members 
of the board though less than a quorum.  Such election 
shall be for the balance of the unexpired term or until 
a successor is duly elected by the shareholders and has 
qualified.



ARTICLE 3   BOARD COMMITTEES

Section 1.   Executive Committee.

The board of directors by resolution of a majority of 
the number of directors then in office may designate 
three or more directors to constitute an executive 
committee, which, to the extent provided in such 
resolution, shall have and may exercise all the 
authority of the board of directors except to approve 
an amendment of the Company's articles of incorporation 
or a plan of merger or consolidation.  If an executive 
committee is so designated it will elect one of its 
members to be its chairman.


Section 2.   Compensation and Benefits Committee.

The board of directors by resolution of a majority of 
the number of directors then in office may designate 
three or more outside directors to constitute a 
compensation and benefits committee, which shall have 
such power and authority as may be provided in such 
resolution.


Section 3.   Other Committees.

The board of directors by resolution of a majority of 
the number of directors then in office may create or 
disband other committees, as deemed to be proper.



ARTICLE 4   OFFICERS

Section 1.   Election.

At its first meeting after each annual meeting of the 
shareholders, the board of directors shall elect a 
president, treasurer and secretary, and such other 
officers as it deems advisable.  Any two or more 
offices may be held by the same person except the 
offices of president and secretary.


Section 2.   Chairman and President.

     A.   Chairman.  The chairman shall preside at all 
meetings of the board and of the shareholders.  If so 
designated by the board of directors, the chairman 
shall be the chief executive officer.

     B.   President.  The president shall be either the 
chief executive officer or the chief operating officer 
of the Company, as designated by the board of directors. 
The president shall have such duties as the board of 
directors and the chairman of the Company shall 
prescribe.


Section 3.   Other Officers.

The duties of the other officers shall be those usually 
related to their offices, except as otherwise prescribed 
by resolution of the board of directors.


Section 4.   General.

In the absence of the chairman and president, the person 
who has served longest as vice president or any other 
officer designated by the board shall exercise the 
powers and perform the duties of the chief executive 
officer or chief operating officer or both.

The chief executive officer or any officer or employee 
authorized by him may appoint, remove or suspend agents 
or employees of the Company and may determine their 
duties and compensation.



ARTICLE 5  INDEMNIFICATION

Section 1.   Right to Indemnification.

The Company shall indemnify any person who was or is a 
party or threatened to be a party to any threatened, 
pending or completed 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 he is or was a director or 
officer of the Company (or a predecessor corporation 
adsorbed in a merger or other transaction), or, while 
a director or officer of the Company or such 
predecessor, is or was serving at the request of the 
Company 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, for 
expenses (including attorney's 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 by 
him 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.


Section 2.    Advance of Expenses.

Expenses incurred by a director or officer of the 
Company in defending a civil or criminal action, suit 
or proceeding shall be paid by the Company in advance 
of the final disposition of such action, suit or 
proceeding 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 Company.


Section 3.    Procedure for Determining Permissibility.

The procedure for determining the permissibility of 
indemnification (including the advance of expenses) 
shall be that set forth in Section 13.1-701.B of the 
Virginia Corporation Law, provided that, if there has 
been a change in control of the Company between the 
time of the action or failure to act giving rise to the 
claim for indemnification and such claim, then at the 
option of the person seeking indemnification, the 
permissibility of indemnification shall be determined 
by special legal counsel selected jointly by the 
Company 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 Company.


Section 4.   Contractual Obligation; Inuring of Benefit.

The obligations of the Company to indemnify a person 
under this Article V, including the obligation to 
advance expenses, shall be considered contractual 
obligations of the Company to such person, subject 
only to the determination of permissibility as set 
forth in the preceding Section, and no modification 
or repeal of any provision of this Article V shall 
affect, to the detriment of such person, the 
obligations of the Company in connection with a 
claim based on any act or failure to act occurring 
before such modification or repeal.  The obligations 
of the Company to indemnify a person under this 
Article V, including the obligation to advance 
expenses, shall inure to the benefit of the heirs, 
executors and administrators 
of such person.


Section 5.   Insurance and Other Indemnification.

The board of directors of the Company shall have the 
power but shall not be obliged to (a) purchase and 
maintain, at the Company expense, insurance on behalf 
of the Company and its director, officers, employees and 
agents against liabilities asserted against any of 
them, including the Company's obligations to indemnify 
and advance expenses, to the extent that power to do so 
is not prohibited by applicable law, and (b) give other 
indemnification to the extent not prohibited by 
applicable law.



ARTICLE 6  CERTIFICATES OF STOCK

Section 1.     Share Certificates.

Every shareholder of record shall be entitled to a share 
certificate representing the shares held by him.  Every 
share certificate shall bear the corporate seal and the 
signature of the president or a vice president and the 
secretary or an assistant secretary or treasurer of the 
Company.


Section 2.    Transfers.

Shares of stock of the Company shall be transferable on 
the books of the Company only by the registered holder or 
by duly authorized attorney.  A transfer shall be made 
only upon surrender of the share certificate.



ARTICLE 7  AMENDMENTS

These bylaws may be changed at any regular or special 
meeting of the board of directors by the vote of a 
majority of the number of directors in office 
immediately before the meeting or at any annual or 
special meeting of shareholders by the vote of the 
holders of a majority of the outstanding stock entitled 
to vote.  Notice of any such meeting of shareholders 
shall set forth the proposed change or a summary thereof.