FORM 15

               SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                          FORM 15

Certification and Notice of Termination of Registration under 
         Section 12(g) of the Securities Exchange
Act of 1934 or Suspension of Duty to File Reports Under Sections 
               13 and 15(d) of the Securities
                      Exchange Act of 1934.

                 Commission File Number 000-00753
                                        ---------

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

                One Radnor Corporate Center
                100 Matsonford Road, Suite 200
                  Radnor, Pennsylvania 19087
                     (610) 687-8900
                (Address, including zip code,
             and telephone number, including area code,
            of registrant's principal executive offices)

Common Stock, par value $6.25 per share registered pursuant to 
                 Section 12(g) of the Act
    (Title of each class of securities covered by this Form)

  Common Stock, par value $6.25 per share registered pursuant to 
                     Section 12(b) of the Act
               (Titles of all other classes of securities
                  for which a duty to file reports under
                    section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the 
appropriate rule provision(s) relied upon to terminate or suspend 
the duty to file reports:

  Rule 12g-4(a)(1)(i)     [ X ]   Rule 12h-3(b)(1)(ii)     [   ]
  Rule 12g-4(a)(1)(ii)    [   ]   Rule 12h-3(b)(2)(i)      [   ]
  Rule 12g-4(a)(2)(i)     [   ]   Rule 12h-3(b)(2)(ii)     [   ]
  Rule 12g-4(a)(2)(ii)    [   ]   Rule 15d-6               [   ]
  Rule 12h-3(b)(1)(i)     [   ]

     Approximate number of holders of record as of the 
certification or notice date:  None   

     Pursuant to the requirements of the Securities Exchange Act 
of 1934 Penn Virginia Corporation has caused this 
certification/notice to be signed on its behalf by the 
undersigned duly authorized person.

DATE:  October 8, 1997      BY:    /s/ Steven W. Tholen
                                   -----------------------
                                       Steven W. Tholen
                                    Vice President and Chief
                                       Financial Officer


Instruction:  This form is required by Rules 12g-4, 12h-3 and 
15d-6 of the General Rules and Regulations under the Securities 
Exchange Act of 1934.  The registrant shall file with the 
Commission three copies of Form 15, one of which shall be 
manually signed.  It may be signed by an officer of the 
registrant, by counsel or by any other duly authorized person.  
The name and title of the person signing the form shall be typed 
or printed under the signature.