SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

PICI FRANK A

(Last)

(First)

(Middle)

100 MATSONFORD ROAD SUITE 300

(Street)

RADNOR

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENN VIRGINIA CORP [ PVA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/27/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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, if 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 Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified stock options	$15.06	02/25/2009		A		33,079⁽¹⁾		⁽²⁾	02/24/2019	Common Stock ($0.01 par value)	33,079	$0	33,079	D
Restricted Stock Units	$0⁽³⁾	02/25/2009		A		12,234⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock ($0.01 par value)	12,234	$0	12,234	D

Explanation of Responses:

1. Incorrect number of options inadvertently reported on Form 4 filed on 2/27/09.

2. The options become exercisable in three equal annual installments on February 25, 2010, 2011 and 2012, respectively, subject to the terms of the Issuer's Sixth Amended and Restated 1999 Employee Stock Incentive Plan (the "Plan").

3. Each restricted stock unit represents the right to receive one share of the Issuer's common stock upon vesting.

4. Incorrect number of restricted stock units inadvertently reported on Form 4 filed on 2/27/09.

5. The restricted stock units will vest in three equal installments on February 25, 2010, 2011 and 2012, respectively, subject to the terms of the Plan. Payment of the restricted stock units will be made within 30 days of vesting.

	Nancy M. Snyder as power of attorney	03/06/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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 is insufficient, see Instruction 6 for procedure.
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