UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: May 10, 2006

(Date of Earliest Event Reported)

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Virginia	1-13283	23-1184320
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Three Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, Pennsylvania	19087
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 687-8900

Not Applicable

(Former Name, Former Address, and Former Fiscal Year, If Changed Since Last Report)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01. Entry into a Material Definitive Agreement.

On May 10, 2006, Penn Virginia Corporation (“the Company”), through its wholly owned subsidiary, Penn Virginia Oil & Gas Corporation (“PVOG”), entered into a Stock Purchase Agreement (the “Agreement”) with CC Energy L.L.C. (“Seller”) providing for PVOG’s purchase from Seller (the “Transaction”) of 100% of the common stock of Crow Creek Holding Corporation (“Crow Creek”) for $71.5 million. Crow Creek is a privately owned exploration and production company with operations primarily in the Oklahoma portions of the Arkoma and Anadarko Basins (the “Operations”). The Agreement provides that, prior to closing the Transaction, Crow Creek will distribute to Seller or Seller’s nominee certain assets unrelated to the Operations. The closing of the Transaction, which is expected to occur on June 13, 2006, is subject to customary closing conditions.

Item 7.01. Regulation FD Disclosure.

On May 10, 2006, the Company issued a press release announcing the Transaction. The press release is attached hereto as Exhibit 99.1 and is hereby incorporated into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 – The Company’s press release dated May 10, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 11, 2006

Penn Virginia Corporation
By:	/s/ Nancy M. Snyder
	Nancy M. Snyder
	Executive Vice President and General Counsel

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Exhibit Index

Exhibit No.	Description
99.1	Penn Virginia Corporation press release dated May 10, 2006

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