EXHIBIT 2

                             [BP Capital Letterhead]

                                  June 25, 2002


Board of Directors
Penn Virginia Corporation
c/o Mr. A. James Dearlove
President and Chief Executive Officer
One Radnor Corporate Center, Suite 200
Radnor, PA 19087

Gentlemen:

         The BP Capital Energy Equity Funds, which together own approximately
7.6% of Penn Virginia Corporation (PVA), are pleased to offer to acquire all of
the remaining outstanding shares of your company. We believe this represents the
best path to obtaining the highest value for your shareholders in the
foreseeable future.

         We propose a negotiated transaction whereby the entire equity interest
in PVA would be acquired by us for $40 cash for each presently outstanding
share. This cash price reflects a 20% premium over recent trading levels. We
believe that this premium will be well received by the shareholders of PVA as a
full and fair price for their shares.

         We have committed to provide the equity portion of the purchase price,
and we propose to finance the balance with a combination of senior credit
facilities secured by PVA's assets and a component of subordinated debt. Based
on our analysis of the current oil and gas lending environment and PVA's public
financial and reserve information, we are highly confident that the necessary
funds are available. Your financial advisors should easily verify the viability
of such a plan.

         We contemplate that a definitive merger agreement would be negotiated
and entered into as soon as possible. It would contain representations,
warranties, covenants and conditions customary in similar transactions,
including compliance with applicable statutory, regulatory, charter and
contractual requirements.

         We are prepared to meet with you and your advisors immediately to
discuss this proposal. We look forward to your early response.


                     Sincerely,

                     BP Capital Energy Equity Fund, L.P.
                     BP Capital Energy Equity International Holdings I, L.P.

                     By:  BP Capital Management, L.P.

                             By:     /s/ Boone Pickens
                                 -----------------------------------------
                                      Boone Pickens
                                      Managing Director of the General Partner