FORM 4A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See instruction 1(b).

U.S. Securities and Exchange Commission Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding company Act of 1935 or Section 30(f) of the Investment company act of 1940

1.Name and Address of Reporting Person* Dearlove A. James

2.Issuer Name and Ticker or Trading Symbol Penn Virginia Corporation (PVA)

6.Relationship of Reporting Person to Issuer (Check all applicable)

(Last) (First) (Middle) One Radnor corporate Center, Suite 200 100 Matsonford Road

3. IRS Identification Number of Reporting Person, if an entity (voluntary)

4.Statement for Month/Year May 2002

___X__ Director ___X_ Officer (give title) President and CEO

_____ 10% Owner _____ Other (Specify)

(Street) Radnor, PA 19087

5.If Amendment, Date of Original (Month/Year) March 2002

7.Individual or Joint/Group Filing (Check applicable line) X Form filed by one Reporting Person Form filed by more than one Reporting Person

(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)

2.Transaction Date

3.Transaction Codec- (Instr. 8)

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.Amount of Securities Benefi-cially Owned at End of Month (Instr. 3 and 4)

6.Ownership Form: Direct (D) Indirect (I) (Instr. 4)

7.Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or(D)

Price

*If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v).
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

FORM 4A (continued)
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (M/D/Y)

4. Transaction code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or disposed of (D) (Instr. 3,4,5)

6. Date Exercisable and Expiration Date (M/D/Y)

7. Title and Amount of Underlying Securities (Instr. 3,4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Month (Insr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of shares

Non-qualified Stock Options

$37.10

3/18/02

A

V

15,000

3/18/03

3/17/12

Common Stock ($6.25 par value)

15,000

136,800

D

Explanation of Responses:

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.	A. James Dearlove	June 10, 2002
	** Signature of Reporting Person	Date
	By: _________________________________________ Nancy M. Snyder General Counsel and Corporate Secretary Authorized Signer