PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - Unaudited
(in thousands, except share data)

The accompanying notes are an integral part of these condensed consolidated financial statements.

PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

The accompanying notes are an integral part of these condensed consolidated financial statements.

PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

The accompanying notes are an integral part of these condensed consolidated financial statements.

PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS - Unaudited
(in thousands)

PENN VIRGINIA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2001

1. ACCOUNTING POLICIES

General

The accompanying unaudited consolidated financial statements of Penn Virginia Corporation and its subsidiaries (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and SEC regulations. These statements involve the use of estimates and judgments where appropriate. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the Company's consolidated financial statements and footnotes included in the Company's December 31, 2000 Annual Report on Form 10-K. Operating results for the three months ended March 31, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001. Certain reclassifications have been made to conform to the current period's presentation.

New Accounting Principle

Effective January 1, 2001, Penn Virginia adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), as amended, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Currently, the Company's derivatives are accounted for as cash flow hedges. The effects of the hedging activities in the first quarter of 2001 resulted in $137,000 being reported in other comprehensive income.

2. SECURITIES

The cost, gross unrealized holding gains or losses and market value for available-for-sale securities at March 31, 2001 were as follows (in thousands):

3. LEGAL

The Company is involved in various legal proceedings arising in the ordinary course of business. While the ultimate results of these cannot be predicted with certainty, Company management believes these claims will not have a material effect on the Company's financial position, liquidity or operations.

4. EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators used in the calculation of basic and diluted earnings per share ("EPS") for income from continuing operations for the quarters ended March 31, 2001 and 2000 (in thousands, except share data.)

5. COMPREHENSIVE INCOME

Comprehensive income represents all changes in equity during the reporting period, including net income and charges directly to equity, which are excluded from net income. For the three month periods ended March 31, 2001 and 2000, the components of comprehensive income are as follows (in thousands):

6. SEGMENT INFORMATION

Penn Virginia's operations are classified into two operating segments:

Oil and Gas - crude oil and natural gas exploration, development and production.

Coal Royalty and Land Management - the leasing of mineral rights and subsequent collection of royalties and the development and harvesting of timber (in thousands.)

Operating income is total revenue less operating expenses. Operating income does not include certain other income items, gain (loss) on sale of securities or properties, unallocated general corporate expenses, interest expense and income taxes. Identifiable assets are those assets used in the Company's operations in each segment. Corporate assets are principally cash and marketable securities.

7. SUBSEQUENT EVENTS

In April 2001, the Company sold its 3.3 million common share position in Norfolk Southern Corporation. The shares were sold at an average price of $17.39 per share. Proceeds from the sale, net of commissions, totaled $57.4 million. Penn Virginia will record a pre-tax gain on the Norfolk Southern transaction of $54.6 million in the second quarter of 2001.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The Company operates in two business segments: oil and gas and coal royalty and land management. The oil and gas segment explores for, develops and produces crude oil, condensate and natural gas in the eastern and southern portions of the United States. The Company also owns mineral rights to oil and gas reserves. The coal royalty and land segment includes Penn Virginia's mineral rights to coal reserves, its timber assets and land assets. Selected operating and financial data by segment is presented below.

Results of Operations - First Quarters of 2001 and 2000 Compared

Penn Virginia reported 2001 first quarter consolidated earnings of $10.7 million or $1.22 per share (diluted), compared with $5.3 million or $0.65 per share (diluted) for the first quarter of 2000. On a consolidated basis, revenues increased $10.5 million, primarily as a result of increased natural gas prices, natural gas production and coal royalties. Expenses on a consolidated basis were $1.9 million higher than the 2000 comparable period, primarily due to increases in depreciation, depletion and amortization, general and administrative expenses, and taxes other than income.

Oil and Gas Segment

Operating income for the oil and gas segment was $11.0 million for the first quarter of 2001, compared with $2.6 million for the first quarter of 2000. Operational and financial data for the Company's oil and gas segment for the first quarter of 2001 and 2000 is summarized as follows:

Operations Summary

In the first quarter 2001, 81 percent of natural gas production was sold at market prices. The remainder was sold under a fixed price term contract which began in April 2000 and expired in March 2001 at an average price of $3.12 per Mcf.

From April 2001 through October 2001, Penn Virginia has in place a basis hedge and costless collar with a floor of $4.95 per Mcf and a ceiling of $7.16 per Mcf on 4,854 Mcf per day. For the same period, the Company has basis hedges in place for an additional 3,883 Mcf per day at $0.33 per Mcf. The Company will, when circumstances warrant, hedge the price received for market-sensitive production through the use of fixed price term contracts or derivatives.

Financial Summary

Oil and Condensate. Oil sales decreased $103,000 in the first quarter of 2001, compared with the same period of 2000. The decrease was a direct result of the Company's oil production decline due to the sale of oil and gas properties in the fourth quarter of 2000.

Natural Gas. Natural gas sales increased $10.0 million, or 140 percent, in the first quarter of 2001, compared with the same period of 2000. The average natural gas price received was 117 percent higher in the first quarter of 2001, compared with the same quarter of the prior year. Additionally, production increased 266 MMcf, or 11 percent, in the first quarter of 2001 compared with the same period in 2000 due to a May 2000 acquisition of certain oil and gas properties in West Virginia and Kentucky for $34.7 million and the Company's drilling program. These production increases were offset by the Company's Kentucky divestiture in December 2000.

Operating Expenses. Operating expenses for the first quarter of 2001 were $818,000, compared with $1.1 million in the first quarter of 2000. On a Mcfe basis, operating expenses decreased to $0.29 in 2001 from $0.42 in 2000 primarily due to minimal operating costs associated with the Company's May 2000 acquisition of royalty interest for $34.7 million and the divestiture of high operating cost properties in December 2000. Additionally, one of the Company's primary gatherers changed their rate to a volumetric retainage from 19.4 cents per MMbtu in January 2001; consequently, no gathering expense was charged to lease operating expense in the first quarter of 2001.

Exploration Expenses. Exploration expenses for the first quarter of 2001 increased to $672,000, compared with $418,000 in the first quarter of 2000. The increase is a result of seismic expenditures associated with the Company's exploration activities.

Taxes other than on Income. Taxes other than on income increased to $1.1 million in the first quarter of 2001 from $651,000 in 2000. On a Mcfe basis, taxes other than on income increased to $0.38 in 2001 versus $0.26 in 2000. The increase is primarily due to increased severance and ad valorem taxes associated with the higher prices received for natural gas.

General and Administrative. General and administrative expenses increased to $959,000 in the first quarter of 2001 from $610,000 in 2000. On a Mcfe basis, general and administrative expenses increased to $0.34 in 2001 versus $0.24 in 2000. Penn Virginia increased its technical and administrative staff, including an Oil and Gas President, in conjunction with planned increases in oil and gas development activity.

Depreciation and Depletion. On a Mcfe basis, depreciation and depletion increased to $0.95 per Mcfe in the first quarter of 2001 from $0.81 per Mcfe in 2000. The increase is a result of recent acquisitions coupled with the divestiture of the Company's Kentucky properties which had a lower depletion rate as a result of impairments applied in earlier years.

Coal Royalty and Land Management

Operating income for the coal royalty and land management segment was $7.3 million for the first quarter of 2001, compared with $6.4 million for the first quarter of 2000. Operational and financial data for the Company's coal segment for the 2001 and 2000 first quarter is summarized in the following tables:

Operations Summary

Financial Summary

Certain reclassifications have been made to conform to the current period presentation.

Coal Royalties. Coal royalties increased $1.4 million, or 24 percent, in the first quarter of 2001 compared with the same period in 2000. The increase was attributable to several factors. Two operators in West Virginia had begun start-up operations in early 2000 and are now producing at substantially higher levels. One operator in Virginia added three additional mines in 2000. An additional operator in Virginia increased production due to coal market conditions.

Timber Sales. Timber sales decreased to $361,000 in the first quarter of 2001 from $532,000 in the comparable 2000 period. Volume sold was 1,850 Mbf in the first quarter of 2001, compared with 1,858 Mbf in 2000. The average realized prices substantially decreased from $270 per Mbf in the first quarter of 2000 to $159 per Mbf in the comparable period of 2001. The price variance is a result of the sale of premium hardwoods in the first quarter of 2000 coupled with a recent softening in the timber market in 2001.

Other Income. Other income remained relatively constant at $2.0 million in the first quarter of 2001, compared with $2.1 million in the comparable 2000 period. The primary components of other income are fees generated from the Company's unit-train loadout and forfeited minimums received from the Company's lessees.

Operating Expenses. Operating expenses increased from $640,000 in the first quarter of 2000 to $961,000 in the first quarter of 2001. The increase is a result of additional lease expense in West Virginia. Lease expense is recognized when third party operators actively mine on the Company's sub-leased properties.

Exploration Expenses. Exploration expenses decreased $34,000 to $23,000 in the first quarter of 2001 from $57,000 in the 2000 comparable period. The decrease is a result of the timing of the startup of the Company's 2001 coal core drilling program.

Taxes other than Income. Taxes other than income increased $13,000, or seven percent, from $175,000 in the first quarter of 2000 to $188,000 in the first quarter of 2001. On a per ton basis, taxes other than income remained relatively constant at $0.05 in 2001 versus $0.06 in 2000.

General and Administrative. General and administrative expenses decreased $50,000, or seven percent, in the first quarter of 2001, compared with the same period of 2000. The variance is attributable to legal fees paid in the first quarter of 2000.

Depreciation and Depletion. Depreciation and depletion remained relatively constant at $0.16 per ton in the first quarter of 2001 compared with $0.17 per ton in the 2000 comparable period.

Capital Expenditures, Capital Resources and Liquidity

Cash Flows from Operating Activities.

Funding for the Company's activities has historically been provided by operating cash flows and bank borrowings. Net cash provided by operating activities was $15.9 million in the first quarter of 2001, compared with $8.9 million in the first quarter of 2000.

Cash Flows from Investing Activities.

During the first quarter of 2001, the Company used $6.9 million in investing activities. Capital expenditures totaled $7.2 million in the first quarter of 2001, compared with $3.0 million in same period in 2000. In the first quarter of 2001, the oil and gas segment incurred $2.5 million in capital expenditures relating to additional leasing and the drilling of 37 gross (29.9 net) wells.

Cash Flows from Financing Activities.

Net cash used from financing activities totaled $9.7 million in the first quarter of 2001, compared with $6.9 million in 2000. Penn Virginia paid $1.9 million of dividends in the first quarter of 2001 and also used $13.4 million as a repayment of debt. Penn Virginia has a $175 million unsecured revolving credit facility (the "Revolver") with a final maturity of June 2003. The Revolver contains financial covenants requiring the Company to maintain certain levels of net worth, debt-to-capitalization and dividend limitation restrictions, among other requirements. The outstanding balance on the Revolver was $31.5 million at March 31, 2001. Management believes its portfolio of investments and sources of funding are sufficient to meet short- and long-term liquidity needs not funded by cash flows from operations.

Other

Accounting for Derivative Instruments and Hedging Activities. Effective January 1, 2001, Penn Virginia adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), as amended, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Currently, the Company's derivatives are accounted for as cash flow hedges. The effects of the hedging activities in the first quarter of 2001 resulted in $137,000 being reported in other comprehensive income.

Forward-Looking Statements.

Statements included in this report which are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto) are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. In addition, Penn Virginia and its representatives may from time to time make other oral or written statements which are also forward-looking statements.

Such forward-looking statements include, among other things, statements regarding development activities, capital expenditures, acquisitions and dispositions, drilling and exploration programs, expected commencement dates of coal mining or oil and gas production, projected quantities of future oil and gas production by Penn Virginia, projected quantities of future coal production by the Company's lessees producing coal from reserves leased from Penn Virginia, costs and expenditures as well as projected demand or supply for coal and oil and gas, which will affect sales levels, prices and royalties realized by Penn Virginia.

These forward-looking statements are made based upon management's current plans, expectations, estimates, assumptions and beliefs concerning future events impacting Penn Virginia and therefore involve a number of risks and uncertainties. Penn Virginia cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

Important factors that could cause the actual results of operations or financial condition of Penn Virginia to differ include, but are not necessarily limited to: the cost of finding and successfully developing oil and gas reserves; the cost of finding new coal reserves; the ability to acquire new oil and gas and coal reserves on satisfactory terms; the price for which such reserves can be sold; the volatility of commodity prices for oil and gas and coal; the risks associated with having or not having price risk management programs; Penn Virginia's ability to lease new and existing coal reserves; the ability of Penn Virginia's lessees to produce sufficient quantities of coal on an economic basis from Penn Virginia's reserves; the ability of lessees to obtain favorable contracts for coal produced from Penn Virginia reserves; Penn Virginia's ability to obtain adequate pipeline transportation capacity for its oil and gas production; competition among producers in the coal and oil and gas industries generally and in the Appalachian Basin in particular; the extent to which the amount and quality of actual production differs from estimated recoverable coal reserves and proved oil and gas reserves; unanticipated geological problems; availability of required materials and equipment; the occurrence of unusual weather or operating conditions including force majeure or events; the failure of equipment or processes to operate in accordance with specifications or expectations; delays in anticipated start-up dates; environmental risks affecting the drilling and producing of oil and gas wells or the mining of coal reserves; the timing of receipt of necessary governmental permits; labor relations and costs; accidents; changes in governmental regulation or enforcement practices, especially with respect to environmental, health and safety matters, including with respect to emissions levels applicable to coal-burning power generators; risks and uncertainties relating to general domestic and international economic (including inflation and interest rates) and political conditions; the experience and financial condition of lessees of coal reserves, joint venture partners and purchasers of reserves in transactions financed by Penn Virginia, including their ability to satisfy their royalty, environmental, reclamation and other obligations to Penn Virginia and others; changes in financial market conditions; changes in the market prices or value of the marketable securities owned by Penn Virginia, including the price of Norfolk Southern common stock and other risk factors detailed in Penn Virginia's Securities and Exchange commission filings. Many of such factors are beyond Penn Virginia's ability to control or predict. Readers are cautioned not to put undue reliance on forward-looking statements.

While Penn Virginia periodically reassesses material trends and uncertainties affecting Penn Virginia's results of operations and financial condition in connection with the preparation of Management's Discussion and Analysis of Results of Operations and Financial Condition and certain other sections contained in Penn Virginia's quarterly, annual or other reports filed with the Securities and Exchange Commission, Penn Virginia does not intend to publicly review or update any particular forward-looking statement, whether as a result of new information, future events or otherwise.

PART II Other information

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

None

(b) Reports on Form 8-K

No reports on Form 8-K were filed for the quarter ended March 31, 2001.

PENN VIRGINIA CORPORATION

INDEX

PART I Financial Information	PAGE
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2001 and 2000	2
Condensed Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000	3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended march 31, 2001 and 2000	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	9
PART II Other Information
Item 6. Exhibits and Reports on Form 8-K	15