SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* PENN VIRGINIA CORP (Last) (First) (Middle) 100 MATSONFORD ROAD SUITE 300 THREE RADNOR CORPORATE CENTER (Street) RADNOR PA 19087 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/08/2006	3. Issuer Name and Ticker or Trading Symbol Penn Virginia GP Holdings, L.P. [ PVG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) 100% owner of general partner	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	32,125,000	I	Parent Company(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Penn Virginia Corporation is the ultimate parent company of Penn Virginia Resource GP Corp. ("GP Corp"), Penn Virginia Resource LP Corp. ("LP Corp") and Kanawha Rail Corp. ("KRC"). As such, Penn Virginia Corporation may be deemed to benefically own common units held by GP Corp, LP Corp and KRC. In addition, as the ultimate parent company of PVG GP, LLC, the general partner of the Issuer (the "General Partner"), Penn Virginia Corporation appoints the directors of the General Partner.

	Nancy M. Snyder, Vice President	12/11/2006
	** 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 5 (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).
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