FORM 4 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

OMB APPROVAL OMB Number # 3235-0287 Expires: January 31, 2005

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

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

4.Statement for Month/Day/Year March 5, 2003

___X_ Director ___X__ Officer (give title)

_____ 10% Owner _____ Other (Specify)

(Street) Radnor, PA 19087

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

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 (Month/Day/Year)

2A. Deemed Execution Date, of any (Month/Day/Year)

3.Transaction Code- (Instr. 8)

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

5.Amount of Securities Benefi-cially Owned Following Reported Transaction(s) (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

Common Stock $6.25 par value

3/3/03

M

20,000

A

$17.0625

Common Stock $6.25 par value

3/3/03

S

16,400

D

$36.8590

Common Stock $6.25 par value

3/4/03

S

3,600

D

$36.5369

11,910

D

*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 4 (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)

3A. Deemed Execution Date, if any (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 Following Reported Transaction(s) (Insr. 4)

10. Ownership Form of Derivative Securities Beneficially Owned at end of month 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

$17.0625

3/3/03

M

20,000

2/6/97

2/5/06

Common Stock ($6.25 par value)

20,000

$17.0625

124,800

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	March 5, 2003
	** Signature of Reporting Person	Date
	By: ________________________________________ Nancy M. Snyder General Counsel and Corporate Secretary Authorized Signer