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PART I. Financial Information

   Item 1.  Financial Statements

PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - Unaudited
(in thousands, except share data)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

						March 31,		December 31,
						2002		2001
						(Unaudited)
ASSETS
Current assets
Cash and cash equivalents						$          13,485		$            9,621
Accounts receivable						14,156		15,403
Current portion of long-term notes receivable						494		599
Price risk management assets						427		3,674
Other						1,243		1,105
Total current assets						29,805		30,402
Property and Equipment
Oil and gas properties (successful efforts method)						343,518		335,494
Other property and equipment						118,633		117,789
Less: Accumulated depreciation, depletion and amortization						(78,697)		(72,095)
Net property and equipment						383,454		381,188
Restricted U.S. Treasury Notes						43,387		43,387
Other assets						5,375		5,194
Total assets						$        462,021		$        460,171

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - Unaudited
(in thousands, except share data) thousands)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - Unaudited
(in thousands, except share data)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PENN VIRGINIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS - Unaudited
(in thousands)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PENN VIRGINIA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31,
June 30, 2002

1.  ACCOUNTING POLICIESINTRODUCTION

     The accompanying unaudited condensed consolidated financial statements include the accounts of Penn Virginia Corporation ("Penn Virginia" or the "Company"), all wholly-owned subsidiaries, and Penn Virginia Resource Partners, L.P. (the "Partnership" or "PVR") in which we have an approximate 52 percent ownership interest.  Penn Virginia Resource GP, LLC, a wholly-owned subsidiary of Penn Virginia, serves as the Partnership's sole general partner.  The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and SEC regulations. These statements involve the use of estimates and judgments where appropriate. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the Company's consolidated financial statements and footnotes included in the Company's December 31, 2001 Annual Report on Form 10-K. Operating results for the threesix months ended March 31,June 30, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002.  Certain reclassifications have been made to conform to the current period's presentation.

2.  PRICE RISK MANAGEMENT ACTIVITIES

     From time to time, we enter into derivative financial instruments to mitigate our exposure to natural gas and crude oil price volatility.  The derivative financial instruments, which are placed with a major financial institution that we believe is a minimum credit risk, take the form of costless collars and swaps.  All derivative financial instruments are recognized in the financial statements at fair value in accordance with SFASStatement of Financial Accounting Standards ("SFAS") No. 133 "AccountingAccounting for Derivative Instruments and Certain Hedging Activities"Activities, as amended by SFAS No. 137 and SFAS No. 138 "AccountingAccounting for Certain Derivative Instruments and Certain Hedging Activities, anand Amendment of FASB Statement No. 133."

    All derivative instruments are recorded on the balance sheet at fair value.  If the derivative does not qualify as a hedge or is not designated as a hedge, the gain or loss on the derivative is recognized currently in earnings.  To qualify for hedge accounting, the derivative must qualify either as a fair value hedge, cash flow hedge or foreign currency hedge.  Currently, we usethe Company is utilizing only cash flow hedges and the remaining discussion will relate exclusively to this type of derivative instrument. In aAll hedge transactions are subject to our risk management policy, approved by the Board of Directors.

We formally document all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedge, ifhedges to forecasted transactions. We also formally assess, both at the derivative qualifies for hedge accounting,hedge's inception and on an ongoing basis, whether the gain or loss on the derivative is deferredderivatives that are used in Other Comprehensive Income, a component of Shareholders' Equity, to the extent the hedge is effective.

      The relationship between the hedging instrument and the hedged item must betransactions are highly effective in achieving the offset ofoffsetting changes in cash flows attributable to theof hedged risk both at the inception of the contract and on an ongoing basis.transactions. We measure hedge effectiveness on a period basis. HedgeWhen it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, we discontinue hedge accounting prospectively.

      When hedge accounting is discontinued prospectively when a hedging relationship becomes ineffective.  Gains and losses deferred in Accumulated Other Comprehensive Income related to cash flow hedges that become ineffective remain unchanged until the related production is delivered.  If we determine thatbecause it is probable that a hedged forecasted transaction will not occur, deferred gains or lossesthe derivative will continue to be carried on the hedging instrument arebalance sheet at its fair value, and gains and losses that were accumulated in other comprehensive income will be recognized in earnings immediately. In all other situations in which hedge accounting is discontinued, the derivative will be a carried at its fair value on the balance sheet, with changes in its fair value recognized in earnings prospectively.

      Gains and losses on hedging instruments when settled are included in natural gas or crude oil production revenues in the period that the related production is delivered.

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      The fair value of our hedging instruments areis determined based on a broker'sthird party forward price quote.quotes for NYMEX Henry Hub closing and West Texas intermediate price as of June 30, 2002.  The following table sets forth our positions as of March 31,June 30, 2002:

     Based upon our assessment of our derivative contracts at March 31,June 30, 2002, we reported (i) aan approximate liability of $2.6$1.4 million and an asset of $0.4$0.3 million and (ii) a loss in accumulated other comprehensive income of $1.7$0.9 million, net of income taxes of $0.9$0.5 million.  In connection with monthly settlements, we recognized net hedging gains in natural gas and oil revenues of $1.3$0.3 million for the quartersix months ended March 31,June 30, 2002.  Based upon future oil and natural gas prices as of March 31,June 30, 2002, $2.2$1.1 million of hedging losses are expected to be realized within the next 1216 months.  The amounts ultimately realized will vary due to changes in the fair value of the open derivative contracts prior to settlement.

    All hedge transactions are subject to our risk management policy, approved by the Board of Directors.  We formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives and strategy for undertaking the hedge.  This process includes specific identification of the hedging instrument and the hedge transaction, the nature of the risk being hedged and how the hedging instrument's effectiveness will be assessed.  Both at the inception of the hedged and on an ongoing basis, we assess whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. Any hedge ineffectiveness is taken to earnings in the current period.

3. LEGALCONTINGENT LIABILITIES

    We are involved in various legal proceedings arising in the ordinary course of business. While the ultimate results of these cannot be predicted with certainty, we believe these claims will not have a material effect on our financial position, liquidity or operations.

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4.  EARNINGS PER SHARE

    The following is a reconciliation of the numerators and denominatorsamounts used in the calculation of basic and diluted earnings per share ("EPS") for income from continuing operations for the quarters ended March 31,and net income at June 30, 2002 and 2001 (in thousands, except share data.)data).

5. COMPREHENSIVE INCOME

    Comprehensive income represents all changes in equityretained earnings during the reporting period, including net income and charges directly to equity,retained earnings, which are excluded from net income. For the three monththree- and six-month periods ended March 31,June 30, 2002 and 2001, the components of comprehensive income are as follows (in thousands):

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6.  LONG-TERM INCENTIVE PLAN

    In January 2002, pursuant to the PVR long-term incentive plan detailed in its 2001 Form 10-K, we purchased and awarded PVR common units to certain directors and employees as restricted units.  The units are restricted for a five-year period, with 25 percent vested by the end of 2004, another 25 percent vested by the end of 2005, and the remaining 50 percent vested during 2006.  Amounts related to this transaction are reported in the Unearned Compensation balance in the Shareholder's Equity section of the Balance Sheet.  Compensation expense will be amortized related to these awards will be amortized into earnings ratably over the vesting period, PVR reimburses us for the cost we incurr to purchase and reimbursed byaward the PVR in the same manner.common units.

7.  SEGMENT INFORMATION

Penn Virginia's operations are classified into two operating segments:

    Oil and Gas - crude oil and natural gas exploration, development and production.

    Coal Royalty and Land Management - the leasing of coal mineral rights and subsequent collection of coal royalties and the development and harvesting of timber.  This segment's activities are conducted through Penn Virginia's ownership interest in Penn Virginia Resource Partners, L.P.

     All other - - primarily represents corporate assets and related expenses.

      Identifiable assets are those assets used in the Company's operations in each segment. Corporate assets are principally cash and fixed assets.

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8. DISCONTINUED OPERATIONS

8.  NEW ACCOUNTING STANDARDS

    In June 2001,    During the Financial Accounting Standards Board issued Statementsecond quarter of Financial Accounting Standards ("SFAS") No. 143 Accounting for Asset Retirement Obligations.  SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred with the associated asset retirement costs being capitalized as a part of the carrying amount of the long-lived asset.  SFAS No. 143 also includes disclosure requirements that provide a description of asset retirement obligations and reconciliation of changes in the components of those obligations.  We currently record our plugging and abandoning costs (net of salvage value) with respect to our2002, we sold certain marginal oil and gas properties as additional depreciation and depletion expense usingthat were considered a component of the units-of-production method.  This statement would require us to recognize a liability for the fair value of our plugging and abandoning liability (excluding salvage value) with the associated costs as part of our oil and gas property balance.  We are evaluating the future financial reporting effect of adoptingCompany under SFAS No. 143 and will adopt the standard effective January 1, 2003. 

Effective January 1, 2002 we adopted Statement of Financial Accounting Standards ("SFAS") No. 144  Accounting for the Impairment or Disposal of Long-Lived AssetsAssets..  This Statement supersedes The properties sold included various interests in South Texas properties acquired in the third quarter of last year. The net carrying amount of properties sold was $0.5 million. We adopted the provisions of SFAS No. 121, 144Accountingeffective January 1, 2002. Accordingly, the components of discontinued operations are as follows for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the accounting and reporting provisions of APB No.three-months ended June 30, Reporting the Results of Operations -Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of a business.  SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets.  There were no effects on the financial position,2002 (in thousands). The results of operations or liquidity infor the first quarter of 2002.2002 were insignificant.

9.  NEW ACCOUNTING STANDARDS

    In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 143 Accounting for Asset Retirement Obligations. This Statement requires companies to record a liability relating to the retirement and removal of assets used in their business. The liability is discounted to its present value, and the related asset value is increased by the amount of the resulting liability. Over the life of the asset, the liability will be accreted to its future value and eventually extinguished when the asset is taken out of service. The provisions of this Statement are effective for fiscal years beginning after      June 15, 2002. We are currently evaluating the effects of this pronouncement.

9.  CONSOLIDATING FINANCIAL STATEMENTS    In April 2002, the FASB issued SFAS No. 145 Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. This statement rescinds SFAS No. 4 Reporting Gains and Losses from Extinguishment of Debt, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item of debt to be aggregated and, if material, classified as an extraordinary item, net of income taxes.  As a result, the criteria in Accounting Principles Board Opinion (APB) 30 will now be used to classify those gains and losses. Any gain or loss on the extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet the criteria in APB 30 for classification as an extraordinary item shall be reclassified. The provisions of this Statement are effective for fiscal years beginning after January 1, 2003. We are currently evaluating the effects of this pronouncement.

    In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. This Statement requires the recognition of costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The following financial information presents consolidating financial statements, which include:

        --     Corporate, Penn Virginia Oil & Gas and other wholly owned subsidiaries not included in Penn Virginia Resource Partners, L.P. ("Wholly Owned")

        --      Penn Virginia Resource Partners, L.P. ("Partnership"provisions of this Statement are effective for exit or "PVR") in which we have an approximate 52 percent ownership interest

    These statementsdisposal activities initiated after December 31, 2002. We are presented to illustratecurrently evaluating the consolidationeffects of Penn Virginia Corporation.this pronouncement.

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

PENN VIRGINIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME - Unaudited
(in thousands)