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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 - Unaudited
(in 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

June 30, 2002

1.  INTRODUCTION

     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 six months ended 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 Statement of Financial Accounting Standards ("SFAS") No. 133 Accounting for Derivative Instruments and Certain Hedging Activities, as amended by SFAS No. 137 and SFAS No. 138 Accounting for Certain Derivative Instruments and Certain Hedging Activities, and 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, the Company is utilizing only cash flow hedges and the remaining discussion will relate exclusively to this type of derivative instrument. 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 its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. We also formally assess, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged transactions. We measure hedge effectiveness on a period basis. When 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 because it is probable that a forecasted transaction will not occur, the derivative will continue to be carried on the balance 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 is determined based on third party forward price 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 June 30, 2002:

     Based upon our assessment of our derivative contracts at June 30, 2002, we reported (i) an approximate liability of $1.4 million and an asset of $0.3 million and (ii) a loss in accumulated other comprehensive income of $0.9 million, net of income taxes of $0.5 million.  In connection with monthly settlements, we recognized net hedging gains in natural gas and oil revenues of $0.3 million for the six months ended June 30, 2002.  Based upon future oil and natural gas prices as of June 30, 2002, $1.1 million of hedging losses are expected to be realized within the next 16 months.  The amounts ultimately realized will vary due to changes in the fair value of the open derivative contracts prior to settlement.

3. CONTINGENT 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 amounts used in the calculation of basic and diluted earnings per share for income from continuing operations and net income at June 30, 2002 and 2001 (in thousands, except share data).

5. COMPREHENSIVE INCOME

    Comprehensive income represents changes in retained earnings during the reporting period, including net income and charges directly to retained earnings, which are excluded from net income. For the three- and six-month periods ended 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 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 award the PVR 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.

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8. DISCONTINUED OPERATIONS

     During the second quarter of 2002, we sold certain marginal oil and gas properties that were considered a component of the Company under SFAS No. 144  Accounting for the Impairment or Disposal of Long-Lived Assets. 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. 144 effective January 1, 2002. Accordingly, the components of discontinued operations are as follows for the three-months ended June 30, 2002 (in thousands). The results of operations for the first quarter of 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.

    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 provisions of this Statement are effective for exit or disposal activities initiated after December 31, 2002. We are currently evaluating the effects of this pronouncement.

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

    We operate in two business segments: oil and gas and coal royalty and land management. The oil and gas segment includes the exploration for, development and production of crude oil, condensate and natural gas in the eastern and southern portions of the United States.  We also own mineral rights to oil and gas reserves. The coal royalty and land segment includes coal reserves, timber and other land assets owned by Penn Virginia Resource Partners, L.P. (the "Partnership" or "PVR"). The assets, liabilities and earnings of PVR are included in our consolidated financial statements, with the public unitholders' interest reflected as a minority interest.  Selected operating and financial data by segment is presented below.

 Results of Operations - Second Quarters of 2002 and 2001 Compared

     We reported 2002 second quarter consolidated net income of $3.2 million or $0.35 per share (diluted), compared with $43.0 million or $4.79 per share (diluted) for the second quarter of 2001.  On a consolidated basis, revenues increased $1.0 million, primarily as a result of increased natural gas and crude oil production, offset in part by a decrease in coal tons produced and a decrease in natural gas prices received.  Expenses on a consolidated basis were $7.4 million higher than the 2001 comparable period, primarily due to our acquisition of certain South Texas oil and gas properties  in the third quarter of last year.

Interest expense.  On a consolidated basis, interest expense was $0.5 million for the quarter ended June 30, 2002, compared with $0.3 million for the same period in 2001, an increase of $0.2 million or 67 percent.  The increase is primarily due to additional borrowings during the first six months of this year.  The 2002 interest expense primarily relates to the $43.4 million PVR term loan secured by U.S. Treasury Notes.

Interest income.  Interest income was approximately $0.5 million for both periods.  The 2002 interest income was earned on the U.S Treasury Notes and a note receivable related to the sale of coal properties in 1986.

Minority interest.  Minority interest for the quarter ended June 30, 2002 was $2.4 million, representing the public unitholders' 48 percent interest in PVR's net income of $5.0 million.

Results of Operations - Six Months of 2002 and 2001 Compared

      We reported 2002 six months consolidated net income of $6.5 million, or $0.73 per share (diluted), compared with $53.7 million, or $6.09 per share (diluted) for the same period of 2001. On a consolidated basis, revenues decreased $1.8 million, primarily from a decrease in natural gas prices partially offset by increases in natural gas and crude oil production. Expenses on a consolidated basis were $12.8 million higher than the 2001 comparable period, primarily due to the acquisition of certain South Texas oil and gas properties in the third quarter of 2001.

Interest expense. Interest expense was $1.0 million for the six months ended June 30, 2002, compared with $1.1 million for the same period in 2001. The 2002 interest expense primarily relates to the $43.4 million PVR term loan secured by U.S. Treasury Notes.

Interest income: Interest income was $1.1 million for the first six months of 2002, compared with $0.8 million for the same period in 2001. The increase is due to the U.S. Treasury Notes purchased in late 2001.

Selected operating and financial data by segment is presented below.

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Oil and Gas Segment

Quarter Ended June 30, 2002 Compared to Quarter Ended June 30, 2001

    Operating income for the oil and gas segment was $4.1 million for the second quarter of 2002, compared with $7.7 million for the second quarter of 2001.  Operational and financial data for the Company's oil and gas segment for the first quarter of 2002 and 2001 is summarized as follows:

Operations and Financial Summary

      * Excludes 18 MMcf natural gas and 16 Mbbls oil and condensate production related to discontinued operations.

      In the second quarter 2002, 51 percent of our natural gas and crude oil production was sold at market prices.  The remainder was sold subject to cash flow hedges at an average floor price of $2.96 per MMbtu and ceiling price of $3.36 per MMbtu for natural gas, and an average floor price of $21.33 per barrel and ceiling of $25.73 per barrel for crude oil. The effects of these hedges were to decrease the average natural gas prices received by $0.20 per Mcf and by $0.68 per barrel for crude oil.

    See "Note 2. Price Risk Management Activities" in the Notes to the Condensed Consolidated Financial Statements for details of costless collars and a fixed price swap for the period July 2002 through October 2003.  We will continue, when circumstances warrant, hedging the price received for market-sensitive production through the use of similar type transactions.

Natural gas.  Natural gas sales increased $1.2 million, or 8 percent, in the first quarter of 2002,compared with the same period of 2001.  The average natural gas price received was 32 percent lower in the second quarter of 2002, compared with the same quarter of the prior year.  However, more than offsetting the price decrease was a production increase of 1,711 MMcf, or 58 percent, in the second quarter of 2002 compared with the same period in 2001.  The production increase was due to the acquisition of certain South Texas properties in the third quarter of last year and to increased production from the Gwinville Field.

 Oil and condensate.  Oil sales increased $1.8 million in the second quarter of 2002, compared with the same period of 2001.  The increase was a direct result of increased production related to the acquisition of certain South Texas properties in the third quarter of last year.

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 Lease operating expenses.  Operating expenses for the second quarter of 2002 were $2.0 million, compared with $1.1 million in the first quarter of 2001. The increase was primarily attributable to the third quarter 2001 acquisition of certain South Texas oil and gas properties.

 Exploration expenses.  Exploration expenses for the second quarter of 2002 increased to $2.0 million, compared with $1.8 million in the second quarter of 2001.  This variance was a result of the timing and makeup of exploration activities between the two periods.

Taxes other than on income.  Taxes other than on income increased to $1.3 million in the second quarter of 2002 from $1.0 million in 2001. The increase was primarily due to higher production. However, on a unit of production basis, severance and ad valorem taxes decreased due to the lower prices received for natural gas.

General and administrative.  General and administrative expenses increased to $1.9 million in the second quarter of 2002 from $1.1 million in 2001. The increase was attributable to the acquisition of certain South Texas oil and gas properties in the third quarter of 2001 and  personnel expenses related to our anticipated expansion in Gulf Coast region activity.

Depreciation and depletion.  Depreciation and depletion increased to $6.3million in the second quarter of 2002 from $2.8 million in 2001.  The increase was a result of higher production and the third quarter 2001 acquisition of South Texas oil and gas properties and its higher cost basis of related assets.

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001

Operations and Financial Summary

     In the first half of 2002, 41 percent of our natural gas and crude oil production was sold at market prices.  The remainder was sold subject to cash flow hedges at an average floor price of $2.94 per MMbtu and ceiling price of $3.39 per MMbtu for natural gas, and an average floor price of $21.35 per barrel and ceiling of $25.74 per barrel for crude oil. The effects of these hedges were to increase the average price received for natural gas by $0.03 per Mcf and by $0.42 per barrel for crude oil.

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    See "Note 2. Price Risk Management Activities" in the Notes to the Condensed Consolidated Financial Statements for details of costless collars and a fixed price swap for the period July 2002 through October 2003.  We will continue, when circumstances warrant, hedging the price received for market-sensitive production through the use of similar type transactions.

Natural gas. Natural gas sales decreased $4.5 million, or 14 percent, in the first half of 2002,compared with the same period of 2001. The average natural gas price received was 45 percent lower in the first half of 2002, compared with the same quarter of the prior year.  Offsetting the price decrease was a production increase of 3,213 MMcf, or 56 percent, in the first half of 2002 compared with the same period in 2001.  The production increase was due to the acquisition of certain South Texas oil and gas properties in the third quarter of last year and to increased production from the Gwinville Field.

Oil and condensate. Oil sales increased $3.7 million in the first half of 2002, compared with the same period of 2001.  The increase was a direct result of increased production related to the acquisition of certain South Texas oil and gas properties in the third quarter of last year.

Lease operating expenses. Operating expenses for the first half of 2002 were $3.8 million, compared with $1.9 million in the first quarter of 2001. The increase was primarily attributable to the acquisition of certain South Texas oil and gas properties in the third quarter of last year.

Exploration expenses. Exploration expenses for the first six months of 2002 decreased to $2.0 million, compared with $2.5 million in the first six months of 2001. This variance is a result of the timing and makeup of exploration activities between the two periods.

Taxes other than on income. Taxes other than on income increased to $2.6 million in the first half of 2002 from $2.1 million in 2001. The increase was primarily due to higher production. However, on a unit of production basis severance and ad valorem taxes decreased due to the lower prices received for natural gas.

General and administrative. General and administrative expenses increased to $3.9 million in the first half of 2002 from $2.0 million in 2001. On a Mcfe basis, general and administrative expenses increased to $0.39 in 2002 as compared to $0.35 in 2001.  The increase was attributable to the acquisition of South Texas oil and gas properties in the third quarter of last year and  personnel expenses related to our anticipated expansion in Gulf Coast region activity.

Depreciation and depletion.  Depreciation and depletion increased to $11.9 million in the first six months of 2002 from $5.5 million in 2001. The increase was a result of the acquisition of South Texas oil and gas properties in the third quarter of last year and its higher cost basis of related assets.

Coal Royalty and Land Management

     The coal royalty and land management segment includes PVR's mineral rights to coal reserves, its timber assets and its land assets. The assets, liabilities and earnings of PVR are included in our consolidated financial statements, with the public unitholders' interest reflected as a minority interest.

      In January and February 2002, two of PVR's significant lessees filed for bankruptcy protection under Chapter 11 of the U. S. Bankruptcy Code. One of the lessees, Horizon Resources (formerly AEI Resources, Inc.) has reorganized, is no longer in bankruptcy and has made all payments to PVR as required under its lease on a timely basis. The other lessee, Pen Holdings, Inc. remains in bankruptcy and has paid all required post-petition minimum rental payments through June 30, 2002, while deciding whether to accept or reject PVR's lease. Pen Holdings must determine whether to accept or reject the lease by August 31, 2002. PVR continues to evaluate its business alternatives with respect to this lessee. PVR cannot be certain as to the timing or actual amount of revenues it will receive from this lessee or whether the lease will be accepted or rejected. A reduction in 2002 cash received from these lessees will cause a reduction in cash available for distribution to PVR unitholders in 2002. However, PVR believes it will be able to pay all minimum quarterly distributions on all  units in 2002.

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      The following table sets forth operational and financial data for the Company's coal segment for the second quarter ended June 30, 2002 compared with the same period in 2001:

Operations and Financial Summary