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                                   PENN VIRGINIA RESOURCE PARTNERS, L.P.
                                                                      INDEX

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Financial Information

 Item 1. Financial Statements

PENN VIRGINIA RESOURCE PARTNERS, L.P. 
CONSOLIDATED STATEMENTS OF INCOME - Unaudited
(in thousands, except per unit data) 

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

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                                                 PENN VIRGINIA RESOURCE PARTNERS, L.P.
                                                         CONSOLIDATED BALANCE SHEETS
                                                                                 (in thousands)

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

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 PENN VIRGINIA RESOURCE PARTNERS, L.P.
 CONSOLIDATED STATEMENTS OF CASH FLOWS - Unaudited
(in thousands)

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

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PENN VIRGINIA RESOURCE PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Unaudited

September 30, 2003

1.   ORGANIZATION 

    Penn Virginia Resource Partners, L.P. (the "Partnership"), through its wholly owned subsidiary, Penn Virginia Operating Co., LLC, enters into leases with various third-party operators which give those operators the right to mine coal reserves on the Partnership's land in exchange for royalty payments.  We do not operate any mines. Instead, we enter into long-term leases with third party coal mine operators for the right to mine coal reserves on our properties in exchange for royalty payments. Approximately two-thirds of our 2003 coal royalty revenues and all of our 2002 coal royalty revenues received from our lessees were based on the higher of a percentage of the gross sales price or a fixed price per ton of coal they sell, with pre-established minimum monthly or annual rental payments. The remainder of our 2003 coal royalty revenues were derived from fixed royalty rate leases, which escalate annually, with pre-established minimum monthly payments.  We also generate coal services revenues by providing fee-based coal preparation and transportation facilities to enhance the coal production of certain of our lessees. We also generate timber revenues by selling timber growing on our properties.

2.   BASIS OF PRESENTATION

      The accompanying unaudited consolidated and combined financial statements include the accounts of Penn Virginia Resource Partners, L.P. and all wholly-owned subsidiaries.  The financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and Securities and Exchange Commission ("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 Partnership's consolidated financial statements and footnotes included in the Partnership's December 31, 2002 Annual Report on Form 10-K/A. Operating results for the three and nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003.  Certain reclassifications have been made to conform to the current year presentation.

3.   ACQUISITIONS

     In December 2002, we announced the formation of an alliance with Peabody Energy Corporation ("Peabody"), the largest private sector coal company in the world. Central to the transaction was the purchase and subsequent leaseback of approximately 120 million tons of predominately low sulfur, low BTU coal reserves located in New Mexico (80 million tons) and predominately high sulfur, high BTU coal reserves located in northern West Virginia (40 million tons) (the "Peabody Acquisition"). The Peabody Acquisition, which included 8,800 mineral acres, was funded with $72.5 million in cash, 1,522,325 common units and 1,240,833 class B common units.  All of the class B common units were converted, in accordance with their terms, upon the approval of our common unitholders on July 29, 2003.  Of the units issued, 52,700 common units are currently being held in escrow pending Peabody acquiring and transferring to us certain of the West Virginia reserves we purchased. As a result of the escrowed common units, approximately one million tons of coal reserves were excluded from reserve totals, and 52,700 common units were excluded from units issued, in the Partnership's financial statements for the period ended September 30, 2003.

4.  ASSET RETIREMENT OBLIGATION

      Effective January 1, 2003, we adopted Statement of Financial Accounting Standards ("SFAS") No. 143, Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.  The Standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal use of assets.

      The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.  The fair value of the liability is also added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset.  The liability is accreted at the end of each period through charges to accretion expense, which are recorded as additional depreciation, depletion and amortization.  If the obligation is settled for other than the carrying amount of the liability, we will recognize a gain or loss on settlement.

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      We identified all required asset retirement obligations and determined the fair value of these obligations on the date of adoption.  The determination of fair value was based upon regional market and facility type information.  In conjunction with the initial application of SFAS No. 143, we recorded a cumulative effect of change in accounting principle of $0.1 million as a decrease to income.  In addition, we recorded an asset retirement obligation of approximately $0.4 million.    Below is a reconciliation of the beginning and ending aggregate carrying amount of our asset retirement obligations as of September 30, 2003.

      On a pro forma basis as required by SFAS No. 143, if we had applied the provisions of the Statement as of January 1, 2000, the amount of the asset retirement obligation would have been $0.4 million as of December 31, 2002 and $0.2 million as of September 30, 2002, December 31, 2001, December 31, 2000 and January 1, 2000.  If SFAS No. 143 were applied retroactively, the impact on the consolidated statements of income for the three and nine months ended September 30, 2002 would not be material.

5.  LONG-TERM DEBT 

    As of September 30, 2003, we had outstanding borrowings of $92.2 million, consisting of $2.5 million borrowed against our $50.0 million revolving credit facility and $89.7 million attributable to our senior unsecured notes ($90.0 million offset by $0.3 million fair value of interest rate swap).

    Revolving Credit Facility. On October 31, the Partnership entered into an amendment to its revolving credit facility (the "Revolver") to increase the facility from $50 million to $100 million and to extend the maturity date to October 2006.  The Revolver is with a syndicate of financial institutions led by PNC Bank, National Association as its agent. The Revolver is available for general partnership purposes, including working capital, capital expenditures and acquisitions, and includes a $5.0 million sublimit that is available for working capital needs and distributions and a $5.0 million sublimit for the issuance of letters of credit.

    Indebtedness under the Revolver will bear interest, at our option, at either (i) the higher of the federal funds rate plus 0.50% or the prime rate as announced by PNC Bank, National Association or (ii) the Eurodollar rate plus an applicable margin which ranges from 1.25% to 2.25% based on our ratio of consolidated indebtedness to consolidated EBITDA (as defined in the Revolver) for the four most recently completed fiscal quarters. We will incur a commitment fee on the unused portion of the Revolver at a rate per annum ranging from 0.40% to 0.50% based upon the ratio of our consolidated indebtedness to consolidated EBITDA for the four most recently completed fiscal quarters. When the Revolver matures in October 2006, it will terminate and all outstanding amounts thereunder will be due and payable. We may prepay the Revolver at any time without penalty. We are required to reduce all working capital borrowings under the working capital sublimit under the Revolver to zero for a period of at least 15 consecutive days once each calendar year.

    The Revolver prohibits us from making distributions to unitholders and distributions in excess of available cash if any potential default or event of default, as defined in the Revolver, occurs or would result from the distribution. In addition, the Revolver contains various covenants that limit, among other things, our ability to incur indebtedness, grant liens, make certain loans, acquisitions and investments, make any material change to the nature of our business, acquire another company or enter into a merger or sale of assets, including the sale or transfer of interests in our subsidiaries.

The Revolver also contains financial covenants requiring us to maintain ratios of:

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     In March 2003, a $43.4 million unsecured term loan (the "Term Loan"), which was part of our credit facility, was repaid and retired, and is not available for future borrowings.  Part of the proceeds from our issuance of senior unsecured notes, as described below, was used to repay the Term Loan.  We are currently in compliance with all of the covenants in the Revolver. 

     Senior Unsecured Notes.  In March 2003, we closed a private placement of $90 million of senior unsecured notes (the "Notes").  The Notes bear interest at a fixed rate of 5.77% and mature over a ten year period ending in March 2013, with semi-annual interest payments through March 2004 followed by semi-annual principal and interest payments beginning in September 2004.  Proceeds of the Notes after the payment of expenses related to the offering were used to repay and retire the $43.4 million Term Loan and to repay the majority of debt outstanding on our Revolver.

    The Notes prohibit us from making distributions to unitholders and distributions in excess of available cash if any potential default or event of default, as defined in the Notes, occurs or would result from the distribution. In addition, the Notes contain various covenants similar to those contained in the Revolver, with the exception of the financial covenants, which for the Notes require us to maintain ratios of:

    We are in compliance with all of the covenants of the Notes.

    Concurrent with the closing of the Notes, the Partnership also entered into an interest rate derivative transaction to convert $30.0 million of the debt from a fixed interest rate to a floating interest rate as described further in "Note 6. Interest Rate Swap" below. 

6.  INTEREST RATE SWAP 

          In March 2003, we entered into an interest rate swap agreement with a notional amount of $30 million, to hedge a portion of the fair value of the Notes. This swap is designated as a fair value hedge and has been reflected as a decrease in long-term debt of $0.3 million as of September 30, 2003. Under the terms of the interest rate swap agreement, the counterparty pays us a fixed annual rate of 5.77% on a total notional amount of $30 million, and we pay the counterparty a variable rate equal to the floating interest rate which will be determined semi-annually and will be based on the six month London Interbank Offering Rate plus 2.36%.

7.  COMMITMENTS AND CONTINGENCIES

     Legal

 The Partnership is involved, from time to time, in various legal proceedings arising in the ordinary course of business. While the ultimate results of these proceedings cannot be predicted with certainty, Partnership management believes these claims will not have a material effect on the Partnership's financial position, liquidity or operations.

 Environmental Compliance

 The operations of our lessees are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which these operations are conducted. The terms of the Partnership's coal property leases impose liability for all environmental and reclamation liabilities arising under those laws and regulations on the relevant lessees. The lessees are bonded and have indemnified the Partnership against any and all future environmental liabilities. The Partnership regularly visits the properties subject to its leases to generally observe the lessee's compliance with environmental laws and regulations, as well as to review mining activities. Management believes that the Partnership's lessees will be able to comply with existing regulations and does not expect any material impact on its financial condition or results of operations as a result of environmental regulations.

 The Partnership has some reclamation bonding requirements with respect to its unleased and inactive properties. In conjunction with the November 2002 purchase of equipment (see "Note 3.  Acquisitions"), the Partnership assumed reclamation and mitigation liabilities of approximately $3.0 million. The Partnership leased this property and related infrastructure in May 2003 and has assigned all related reclamation liabilities to its new lessee.

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     Basic and diluted net income per unit is determined by dividing net income, after deducting the general partner's 2% interest, by the weighted average number of outstanding common units and subordinated units.   At September 30, 2003, there were no potentially dilutive units outstanding.

9.   RELATED PARTY TRANSACTION

    Penn Virginia charges the Partnership for certain corporate administrative expenses, which are allocable to its subsidiaries. When allocating general corporate expenses, consideration is given to property and equipment, payroll and general corporate overhead. Any direct costs are charged directly to the Partnership. Total corporate administrative expenses charged to the Partnership totaled $0.2 and $0.3 million for the three months ended September 30, 2003 and 2002, respectively, and $0.8 million and $1.0 million for the nine months ended September 30, 2003 and 2002, respectively.  These costs are reflected in general and administrative expenses in the accompanying consolidated statements of income. Management believes the allocation methodologies used are reasonable.

10.   DISTRIBUTIONS

         The Partnership makes quarterly cash distributions of all of its available cash, generally defined as consolidated cash receipts less consolidated cash disbursements and cash reserves established by the General Partner in its sole discretion.  According to the Partnership Agreement, the general partner receives incremental incentive cash distributions if cash distributions exceed certain target thresholds as follows:

                                                                                                                                               General
Quarterly cash distribution per unit:                                                          Unitholders                Partner                        
          First target - up to $0.55 per unit                                                       98%                         2%
          Second target - above $0.55 per unit up to $0.65 per unit                  85%                       15%
          Third target - above $0.65 per unit to $0.75 per unit                          75%                       25%
          Thereafter - above $0.75 per unit                                                      50%                       50%

          To date, the Partnership has not paid any incentive cash distributions to the General Partner. The following table reflects the allocation of total cash distributions paid during the nine months ended September 30, 2003 (in thousands):

          Limited partner units                                              $          26,586          
          General partner ownership interest                                          559
             Total cash distributions                                       $          27,145                                                    

          Total cash distributions paid per unit                      $              1.54

          In August 2003, the Partnership distributed $0.52 per unit for the three months ended June 30, 2003, or 4% above its minimum quarterly distribution of $0.50 per unit. 

11.   SEGMENT INFORMATION

     Segment information has been prepared in accordance with Statement of Financial Accounting Standards ("SFAS") No. 131 "Disclosure about Segments of an Enterprise and Related Information." The Partnership's reportable segments are as follows:

Coal Royalty

     The coal royalty segment includes management of the Partnership's coal located in the Appalachian region of the United States and New Mexico.

Coal Services

     The Partnership's coal services segment consists of fees charged to its lessees for the use of the Partnership's unit train loadout facility, coal preparation plants, dock loading facility and short-line railroad.

Timber

     The Partnership's timber segment consists of the selling of standing timber on the Partnership's properties.

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The following is a summary of certain financial information relating to the Partnership's segments:  

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12.  NEW ACCOUNTING STANDARDS

      In November 2002, the FASB issued Interpretation No. 45 ( FIN 45), Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of the Indebtedness of Others, which clarifies the requirements of SFAS No. 5, Accounting for Contingencies, relating to a guarantor's accounting for and disclosures of certain guarantees issued. FIN 45 requires enhanced disclosures for certain guarantees. It also will require certain guarantees that are issued or modified after December 31, 2002, including certain third-party guarantees, to be initially recorded on the balance sheet at fair value. For guarantees issued on or before December 31, 2002, liabilities are recorded when and if payments become probable and estimable.

     The accounting staff of the SEC is currently engaged in discussions regarding the application of certain provisions of SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets," to companies in the mining industry, including those which, like the Partnership, do not actually conduct any mining operations. The Emerging Issues Task Force is considering whether the provisions of SFAS No. 141 and SFAS No. 142 require registrants to classify costs associated with coal mineral rights as intangible assets on the balance sheet, apart from other capitalized property costs, and provide specific footnote disclosures.

      Historically, we have included our owned and leased mineral interests as a component of property and equipment on our balance sheet.   It is likely that the accounting standard setters will determine that costs associated with leased coal mineral interests are required to be classified as intangible assets.  Our coal acquisition costs for leased mineral interests are not significant.  However, the accounting standard setters are also considering what constitutes an "owned" mineral interest, and depending on the outcome of that interpretation, a substantial portion of our fee mineral acquisition costs since the September 30, 2001 effective date of SFAS No. 141 and 142 could also be required to be classified as an intangible asset on our balance sheet.  The Partnership's results of operations would not be affected as a result of any such reclassification, since all of our intangible assets would continue to be depleted on a unit of production basis.  Further, we do not believe any such reclassification would have any impact on our compliance with covenants under our debt agreements.

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

Overview

     The following review of the financial condition and results of operations of Penn Virginia Resource Partners, L.P. (the "Partnership") should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

Penn Virginia Resource Partners, L.P. is a Delaware limited partnership formed by Penn Virginia Corporation ("Penn Virginia") in 2001 to acquire the coal properties and related assets held by a subsidiary of Penn Virginia. Effective with the closing of the Partnership's initial public offering, the ownership of these coal properties and related assets was transferred to the Partnership in exchange for common and subordinated units of the Partnership.

The Partnership leases coal properties to coal mine operators in exchange for royalty payments. We do not operate any mines. Instead, we enter into long-term leases with experienced, third party coal mine operators for the right to mine coal reserves on our properties in exchange for royalty payments.  Approximately 70% of our 2003 coal royalty revenues and all of our 2002 coal royalty revenues received from our coal lessees were based on the higher of a percentage of the gross sales price or a fixed price per ton of coal they sell, with pre-established minimum monthly or annual rental payments. The remainder of our 2003 coal royalty revenues were derived from fixed royalty rate leases, which escalate annually, with pre-established minimum monthly payments. We also generate coal services revenues by providing fee-based coal preparation and transportation facilities to enhance the coal production of certain of our lessees. We also generate timber revenues by selling timber growing on our properties.

Our revenues and the profitability of our business are largely dependent on the production of coal from our reserves by our lessees. The coal royalty revenues we receive are affected by changes in coal prices and our lessees' supply contracts and, to a lesser extent, by fluctuations in the spot market prices for coal. The prevailing price for coal depends on a number of factors, including demand, the price and availability of alternative fuels, overall economic conditions and governmental regulations.

In addition to our coal royalty revenues, we generate coal services revenues from fees we charge to our lessees for the use of our coal preparation and transportation facilities. Historically, the majority of these fees have been generated by our unit train loadout facility, which accommodates 108 car unit trains that can be loaded in approximately four hours. Some of our lessees utilize the unit train loadout facility to reduce the delivery costs incurred by their customers. The coal service facility we purchased in November 2002 on our West Coal River property in West Virginia (formerly referred to as "Fork Creek") began operations late in the third quarter of 2003.  In addition, we are currently constructing a coal transloading facility for another existing lessee in West Virginia.  We expect the new facility to be operational by December 2003 at an estimated cost of $3.2 million.

We earn revenues from the sale of standing timber on our properties.  The timber revenues we receive are dependent on market conditions, harvest levels and the species and quality of timber harvested. Our harvest levels in any given year will depend upon a number of factors, including anticipated mining activity, timber maturation and market conditions. Any timber, which would otherwise be removed due to lessee mining operations, is harvested in advance to prevent loss of the resource.

We also derive revenues from minimum rental payments. Minimum rental payments are initially deferred and are recognized as minimum rental revenues if our lessees fail to meet specified production levels for certain predetermined periods. The recoupment period on almost all of our leases generally ranges from 1-3 years.

Operating expenses that we incur in our coal business consist primarily of lease payments on property which we lease from third parties and sublease to our lessees. Our lease payment obligations vary based on the production from these properties.  We also incur costs related to lease administration and property maintenance as well as technical and support personnel. Operating expenses also include core drilling activities, timber expenses and mine maintenance costs related to idled mines not currently being leased.

 We reimburse our general partner and its affiliates for direct and indirect general and administrative expenses they incur on our behalf. These expenses primarily relate to salaries, benefits and administrative services, including legal, accounting, treasury, information technology and other corporate services.

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Critical Accounting Policies

    Property and Equipment. Property and equipment is carried at cost and includes expenditures for additions and improvements, such as roads and land improvements, which substantially increase the productive lives of existing assets. Maintenance and repair costs are expensed as incurred. Depreciation and amortization of property and equipment is generally computed using the straight-line or declining balance methods over the estimated useful lives of such property and equipment, varying from 3 years to 20 years. From time to time, the Partnership carries out core-hole drilling activities on its coal properties in order to ascertain the quality and quantity of the coal. These core-hole drilling activities are expensed as incurred. When an asset is retired or sold, its cost and related accumulated depreciation and amortization are removed from the accounts. The difference between the undepreciated cost and proceeds from disposition is recorded as gain or loss.

    Timber and timberlands are stated at cost less depletion and amortization for timber previously harvested. The cost of the timber harvested is determined based on the volume of timber harvested in relation to the amount of estimated net merchantable volume, utilizing a single composite pool.

     Depletion.  Coal properties are depleted on an area-by-area basis at a rate based on the cost of the mineral properties and the number of tons of estimated proven and probable coal reserves contained therein.  In 2001, we estimated proven and probable coal reserves with the assistance of third-party mining consultants in conjunction with our initial public offering and involved the use of estimation techniques and recoverability assumptions.  Subsequent to 2001, proven and probable reserves have been updated internally by our geologist.  Our estimates of coal reserves are updated periodically and may result in adjustments to coal reserves and depletion rates that are recognized prospectively. 

   The Partnership estimates its timber inventory using statistical information and data obtained from physical measurements, site maps, photo-types and other information gathering techniques. These estimates are updated annually and may result in adjustments of timber volumes and depletion rates, which are recognized prospectively.

    Coal Royalties. Coal royalty revenues are recognized on the basis of tons of coal sold by the Partnership's lessees and the corresponding revenue from those sales. Approximately 70% of our 2003 coal royalty revenues and all of our 2002 coal royalty revenues received from our coal lessees were based on a minimum dollar royalty per ton and/or a percentage of the gross sales price, with minimum monthly or annual rental payments.  The remainder of our 2003 coal royalty revenues were derived from fixed royalty rate leases, which escalate annually, with pre-established minimum monthly payments.  Coal royalty revenues are accrued on a monthly basis, based on our best estimates of coal mined on our properties.

    Coal Services. Coal services revenues are recognized when lessees use the Partnership's facilities for the processing and transportation of coal. Coal services revenues consist of fees collected for the use of the Partnership's loadout facility, coal preparation plants and dock loading facility.  Coal services revenues are accrued on a monthly basis, based on our best estimates of our lessees' use of our facilities.

    Timber. Timber revenues are recognized when timber is sold in a competitive bid process involving sales of standing timber on individual parcels and, from time to time, on a contract basis where independent contractors harvest and sell the timber. Timber revenues are recognized when the timber parcel has been sold or when the timber is harvested by the independent contractors. Title and risk of loss pass to the independent contractors upon the execution of the contract. In addition, if the contractors do not harvest the timber within the specified time period, the title of the timber reverts back to the Partnership with no refund of previous amounts received by us.

    Minimum Rentals. Most of the Partnership's lessees must make minimum monthly or annual payments that are generally recoupable over certain time periods. These minimum payments are recorded as deferred income. If the lessee recoups a minimum payment through production, the deferred income attributable to the minimum payment is recognized as coal royalty revenues. If a lessee fails to meet its minimum production for the recoupment period, the deferred income attributable to the minimum payment is recognized as minimum rental revenues.

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 Acquisitions

In December 2002, we announced the formation of an alliance with Peabody Energy Corporation ("Peabody"), the largest private sector coal company in the world. Central to the transaction was the purchase and subsequent leaseback of approximately 120 million tons of predominately low sulfur, low BTU coal reserves located in New Mexico (80 million tons) and predominately high sulfur, high BTU coal reserves located in northern West Virginia (40 million tons) (the "Peabody Acquisition"). The Peabody Acquisition, which included 8,800 mineral acres, was funded with $72.5 million in cash, 1,522,325 common units and 1,240,833 class B common units.  All of the class B common units were converted, in accordance with their terms, upon the approval of our common unitholders on July 29, 2003.  Of the units issued, 52,700 common units are currently being held in escrow pending Peabody acquiring and transferring to us certain of the West Virginia reserves we purchased. As a result of the escrowed common units, approximately one million tons of coal reserves were excluded from reserve totals, and 52,700 common units were excluded from units issued, in the Partnership's financial statements for the period ended September 30, 2003.

 In addition to the Peabody Acquisition, in August 2002, we purchased approximately 16 million tons of reserves located on the Upshur properties in northern Appalachia for $12.3 million (the "Upshur Acquisition"). The Upshur Acquisition was our first exposure outside of central Appalachia. The properties, which include approximately 18,000 mineral acres, contain predominately high sulfur, high BTU coal reserves.

In May 2001, we acquired the Fork Creek property in West Virginia, which we now refer to as our West Coal River property, by purchasing approximately 53 million tons of coal reserves for $33 million. In early 2002, the operator at West Coal River filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. West Coal River's operations were idled on March 4, 2002. The operator continued to pay minimum royalties until we recovered our lease on August 31, 2002. In November 2002, we purchased various infrastructure at West Coal River, including a 900-ton per hour coal preparation plant and a unit-train loading facility, and a railroad-granted rebate on coal loaded through the facility for $5.1 million plus the assumption of approximately $2.4 million in reclamation liabilities and approximately $0.6 million of stream mitigation obligations. We leased this property in May 2003 and have assigned all reclamation and mitigation liabilities to the new lessee, which agreed to be responsible for those liabilities.  The new lessee began operations in the third quarter of 2003.

During the three and nine months ended September 30, 2003, the Peabody and Upshur Acquisitions were the primary reasons for increased coal royalty revenue and increased depreciation, depletion and amortization expense, compared with the same periods of 2002.

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Results of Operations

Three Months Ended September 30, 2003 Compared With Three Months Ended September 30, 2002.

     The following table sets forth our revenues, operating expenses and operating statistics for the three months ended September 30, 2003 compared with the same period in 2002.

      Revenues. Our revenues in the second quarter of 2003 were $12.8 million compared with $10.4 million for the same period in 2002, representing a 23% increase. 

     Coal royalty revenues for the three months ended September 30, 2003 were $12.0 million compared to $8.3 million for the same period in 2002, an increase of $3.7 million, or 45%, while production by our lessees increased 2.5 million tons, or 68%.  The Peabody and Upshur Acquisitions in the last half of 2002 accounted for $3.0 million, or 2.3 million tons, of the increase and the remainder was primarily attributable to stronger market conditions.  Our average royalty per ton decreased to $1.92 from $2.22 over the same periods, representing a decrease of $0.30, or 14%.  The decrease is primarily attributable to the lower fixed royalty rates per ton received under leases entered into in connection with the Peabody Acquisition.

     Coal services revenues remained constant at $0.5 million for the three months ended September 30, 2003 and 2002. The coal service facility at our recently leased Coal River property in West Virginia began operations late in the third quarter of 2003.

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     Timber revenues decreased to $0.1 million for the three months ended September 30, 2003, compared with $0.4 million in the third quarter of 2002, a decrease of $0.3 million, or 78%.  Volume sold declined 1,233 thousand board feet (Mbf), or 73%, to 457 Mbf in the third quarter of 2003, compared with 1,690 Mbf for the same period in 2002.  The decrease in volume sold was due to the timing of parcel sales.

     Minimum rental revenues decreased to $0.2 million for the three months ended September 30, 2003 from $1.1 million in the comparable period of 2002, a decrease of $0.9 million, or 80%.  The decrease was primarily due to a lessee rejecting our lease in bankruptcy on August 31, 2002; consequently, all deferred revenue from this respective lessee ($0.8 million) was recognized as income.  The remainder of the decrease was primarily due to the timing of expiring recoupments from our lessees.

     Other income decreased to $0.1 million for the three months ended September 30, 2003, compared with $0.2 million for the same period in 2002.  The $0.1 million decrease is primarily due to the expiration of a railroad rebate received for the use of a specific portion of railroad by one of our lessees, which was paid in full in the fourth quarter of 2002. Other income primarily consists of land rental and wheelage income, which are fees received by us for transportation across our surface property.

     Operating Costs and Expenses. Our aggregate operating costs and expenses for the third quarter of 2003 were $6.5 million, compared with $3.4 million for the same period in 2002, an increase of $3.1 million, or 92%. The increase in operating costs and expenses related primarily to an increase in depreciation, depletion and amortization.

     Operating expenses increased by 36%, to $0.8 million in the third quarter of 2003, compared with $0.6 million in the same period of 2002.  The $0.2 million increase is due to increased production on our subleased properties and additional maintenance on our unleased property.  We leased our West Coal River property in May 2003, and the on-going maintenance costs were assumed by the new lessee as of that date.

     Taxes other than income for the three months ended September 30, 2003 increased to $0.4 million, representing a $0.1 million, or 61%, increase over the comparable period in 2002.  The increase was primarily attributable to additional West Virginia property taxes relating to the West Coal River property.  We leased our West Coal River property in May 2003 and the on-going property taxes were assumed by the new lessee as of that date.

     General and administrative expenses increased $0.1 million, or 6%, to $1.7 million in the third quarter of 2003, from $1.6 million in the same period of 2002. The increase was primarily attributable to increased payroll, an increase in insurance premiums and additional recurring expenses associated with the Peabody Acquisition.

     Depreciation, depletion and amortization for the three months ended September 30, 2003 was $3.7 million compared with $1.0 million for the same period of 2002, an increase of 268%.  This increase is a result of higher depletion rates caused by higher cost bases relative to reserves added as well as increased production, both of which related primarily to the Peabody and Upshur Acquisitions completed in the last half of 2002.

     Interest Income. Interest income was $0.3 million for the three months ended September 30, 2003, compared with $0.5 million for the same period in 2002, a decrease of 41%.  The decrease was primarily due to the liquidation of $43.4 million of U.S. Treasury notes in the last half of 2002.

     Interest Expense. Interest expense was $1.4 million for the three months ended September 30, 2003, compared with $0.5 million for the same period in 2002, an increase of $0.9 million, or 197%. The increase was due to long-term borrowings in connection with the Peabody and Upshur acquisitions in the last half of 2002. 

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Nine Months Ended September 30, 2003 Compared With Nine Months Ended September 30, 2002.

The following table sets forth our revenues, operating expenses and operating statistics for the nine months ended September 30, 2003 compared with the same period in 2002.

     Revenues. Our revenues for the nine months ended September 30, 2003 were $39.3 million compared with $29.0 million for the same period in 2002, representing an increase of $10.3 million, or 36%. 

     Coal royalty revenues for the nine months ended September 30, 2003 were $35.7 million compared to $23.4 million for the same period in 2002, an increase of $12.3 million, or 52%, while production by our lessees increased 8.6 million tons, or 81%. The Peabody and Upshur Acquisitions in the last half of 2002 accounted for $11.5 million, or 8.4 million tons, of the increase and the remainder was primarily attributable to stronger market conditions.  Our average royalty per ton decreased to $1.85 from $2.21 over the same periods, representing a decrease of $0.36, or 16%.  The decrease is primarily attributable to the lower fixed royalty rates per ton received under leases entered into in connection with the Peabody Acquisition.

     Coal services revenues increased $0.1 million, or 13%, to $1.5 million for the nine months ended September 30, 2003, compared with $1.4 million in the same period of 2002. The slight increase was attributable to small preparation plants which we leased to two of our lessees. The coal service facility at our recently leased Coal River property in West Virginia began operations late in the third quarter of 2003. 

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     Timber revenues decreased to $0.8 million for the nine months ended September 30, 2003, compared with $1.4 million in the comparable period of 2002, a decrease of $0.6 million, or 42%.  Volume sold declined 3,154 Mbf, or 42%, to 4,338 Mbf in the first nine months of 2003, compared with 7,492 Mbf for the same period in 2002.  The decrease in volume sold was due to the timing of parcel sales.

     Minimum rental revenues decreased $1.0 million, or 47%, to $1.0 million for the nine months ended September 30, 2003 from $2.0 million in the comparable period of 2002.  The decrease was primarily due to a lessee rejecting our lease in bankruptcy on August 31, 2002; consequently, all deferred revenue from this respective lessee ($0.8 million) was recognized as income.  The remainder of the decrease was primarily due to the timing of expiring recoupments from our lessees.

     Other income decreased to $0.3 million for the nine months ended September 30, 2003, compared with $0.7 million for the same period in 2002.  The $0.4 million, or 61%, decrease is due to the expiration of a railroad rebate received for the use of a specific portion of railroad by one of our lessees, which was paid in full in the fourth quarter of 2002.

     Operating Costs and Expenses. Our aggregate operating costs and expenses for the nine months ended September 30, 2003 were $20.7 million, compared with $9.8 million for the same period in 2002, an increase of $10.9 million, or 112%. The increase in operating costs and expenses related primarily to an increase in depreciation, depletion and amortization.

     Operating expenses increased by 32%, to $2.5 million, for the nine months ended September 30, 2003, compared with $1.9 million in the same period of 2002.  The increase is due to costs to maintain an idle mine on our West Coal River property (see "Liquidity and Capital Resources").  We leased our West Coal River property in May 2003, and the on-going maintenance costs were assumed by the new lessee as of that date.

     Taxes other than income increased by 48%, to $1.0 million for the nine months ended September 30, 2003, compared with $0.7 million in the same period of 2002. The variance was attributable to increased property taxes as a result of assuming the property tax obligation on our West Coal River property upon re-acquiring the lease from the bankrupt lessee and an increase in West Virginia franchise taxes relating to the Peabody and Upshur Acquisitions. We leased our West Coal River property in May 2003 and the on-going property taxes were assumed by the new lessee as of that date.

     General and administrative expenses increased $0.5 million, or 12%, to $5.2 million for the nine months ended September 30, 2003, from $4.7 million in the same period of 2002. The increase was primarily attributable to increased payroll, an increase in insurance premiums and additional recurring expenses associated with the Peabody Acquisition.

     Depreciation, depletion and amortization for the nine months ended September 30, 2003 was $12.0 million compared with $2.6 million for the same period of 2002, an increase of 370%.  This increase is a result of higher depletion rates caused by higher cost bases relative to reserves added as well as increased production, both of which related primarily to the Peabody and Upshur Acquisitions completed in the last half of 2002. 

     Interest Income. Interest income was $0.9 million for the nine months ended September 30, 2003, compared with $1.6 million for the same period in 2002, a decrease of 40%.  The decrease was primarily due to the liquidation of $43.4 million of U.S. Treasury notes in the last half of 2002.

     Interest Expense. Interest expense was $3.5 million for the nine months ended September 30, 2003, compared with $1.2 million for the same period in 2002, an increase of $2.3 million, or 183%. The increase was due to long-term borrowings in connection with the Peabody and Upshur Acquisitions in the last half of 2002.  

     Cumulative effect of change in accounting principle.  On January 1, 2003, we adopted SFAS No. 143, "Accounting for Asset Retirement Obligations."  As a result of the adoption, we recognized a cumulative effect of accounting change.  See "Note 4.  Asset Retirement Obligations" in the notes to the consolidated financial statements.

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Liquidity and Capital Resources

     Prior to the closing of our initial public offering in October 2001, the Partnership satisfied its working capital requirements and funded its capital expenditures with cash generated from operations and affiliated borrowings. Since that time, cash generated from operations and our borrowing capacity, supplemented with the issuance of new common units for the Peabody Acquisition in December 2002, have been sufficient to meet our scheduled distributions, working capital requirements and capital expenditures. Our ability to continue to satisfy our debt service obligations, fund planned capital expenditures, make acquisitions and pay distributions to our unitholders will depend upon our future operating performance, which will be affected by prevailing economic conditions in the coal industry and financial, business and other factors. Some of these factors are beyond our control, including the ability of our lessees to continue to make payments to us as required by our leases with them.

 Our strategy is to make acquisitions which increase cash available for distribution to our unitholders. Our ability to make these acquisitions in the future will depend in part on the availability of debt financing and on our ability to periodically use equity financing through the issuance of new units. Our ability to incur additional debt is restricted due to limitations in our debt instruments. This limitation may have the effect of necessitating the issuance of new units, as opposed to using debt, to make acquisitions in the future. 

     Cash Flows. Net cash provided by operating activities was $28.1 million for the nine months ended September 30, 2003 compared with $22.7 million for the 2002 comparable period.  The increase was primarily due to an increase in coal royalty income, offset in part by increases in interest expense and operating costs.

     Net cash used in investing activities was $3.0 million for the nine months ended September 30, 2003 compared with $0.5 million for the same period in 2002.  Capital expenditures in the first nine months of 2003 represent $3.4 million of cash used for the purchase of property and equipment, primarily related to the development a new coal loadout facility on our Coal River property in West Virginia for approximately $2.0 million (completion costs are estimated at $3.2 million).  The loadout facility, which is expected to begin operations in December 2003, is designed for the high-speed loading of 150-car unit trains.  An additional $1.1 million  of acquisition costs related to the Peabody Acquisition.

    Net cash used in financing activities was $26.7 million for the nine months ended September 30, 2003 compared with $20.9 million in 2002. Cash used in financing activities in the first nine months of 2003 included $27.1 million in distributions to unitholders representing distributions of $1.54 per unit. 

     Long-Term Debt.  As of September 30, 2003, we had outstanding borrowings of $92.2 million, consisting of $2.5 million borrowed against our $50.0 million revolving credit facility and $89.7 million attributable to our senior unsecured notes ($90.0 million offset by $0.3 million fair value of interest rate swap).

     Revolving Credit Facility. On October 31, the Partnership entered into an amendment to its million revolving credit facility (the "Revolver") to increase the facility from $50 million to $100 million and to extend the maturity date to October 2006.  The Revolver is with a syndicate of financial institutions led by PNC Bank, National Association, as their agent. Based primarily on the total debt to consolidated EBITDA covenant and subsequent to our issuance of senior unsecured notes, as described below, available borrowing capacity under the Revolver as of September 30, 2003 was approximately $11 million.  The Revolver is available for general partnership purposes, including working capital, capital expenditures and acquisitions, and includes a $5.0 million sublimit that is available for working capital needs and distributions and a $5.0 million sublimit for the issuance of letters of credit.

     Indebtedness under the Revolver bears interest, at our option, at either (i) the higher of the federal funds rate plus 0.50% or the prime rate as announced by PNC Bank, National Association or (ii) the Eurodollar rate plus an applicable margin which ranges from 1.25% to 2.25% based on our ratio of consolidated indebtedness to consolidated EBITDA (as defined in the Revolver) for the four most recently completed fiscal quarters. We will incur a commitment fee on the unused portion of the Revolver at a rate per annum ranging from 0.40% to 0.50% based upon the ratio of our consolidated indebtedness to consolidated EBITDA for the four most recently completed fiscal quarters. When the Revolver matures in October 2006, it will terminate and all outstanding amounts thereunder will be due and payable. We may prepay the Revolver at any time without penalty. We are required to reduce all working capital borrowings under the working capital sublimit under the Revolver to zero for a period of at least 15 consecutive days once each calendar year.

     The Revolver prohibits us from making distributions to unitholders and distributions in excess of available cash if any potential default or event of default, as defined in the Revolver, occurs or would result from the distribution. In addition, the Revolver contains various covenants that limit, among other things, our ability to incur indebtedness, grant liens, make certain loans, acquisitions and investments, make any material change to the nature of our business, acquire another company or enter into a merger or sale of assets, including the sale or transfer of interests in our subsidiaries.

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The Revolver also contains financial covenants requiring us to maintain ratios of:

       In March 2003, we paid and retired a $43.4 million unsecured term loan (the "Term Loan"), which was part of our credit facility and is no longer available for future borrowings.  Part of the proceeds from our issuance of senior unsecured notes, as described below, was used to repay the Term Loan.  We are currently in compliance with all of the covenants in the Revolver. 

      Senior Unsecured Notes.  In March 2003, we closed a private placement of $90 million of senior unsecured notes payable (the "Notes").  The Notes bear interest at a fixed rate of 5.77% and mature over a ten year period ending in March 2013, with semi-annual interest payments through March 2004 followed by semi-annual principal and interest payments beginning in September 2004.  Proceeds of the Notes after the payment of expenses related to the offering were used to repay and retire the $43.4 million Term Loan and to repay the majority of debt outstanding on our Revolver.

     The Notes prohibit us from making distributions to unitholders and distributions in excess of available cash if any potential default or event of default, as defined in the Notes, occurs or would result from the distribution. In addition, the Notes contain various covenants that are similar to those contained in the Revolver, with the exception of the financial covenants, which for the Notes require us to maintain ratios of:

       We are in compliance with all of the covenants of the Notes.

       Hedging Activities. In March 2003, we entered into an interest rate swap agreement with a notional amount of $30 million, to hedge a portion of the fair value of the 5.77% Notes maturing over a ten year period. This swap is designated as a fair value hedge and has been reflected as a decrease in long-term debt of $0.3 million as of September 30, 2003. Under the terms of the interest rate swap agreement, the counterparty pays us a fixed annual rate of 5.77% on a total notional amount of $30 million, and we pay the counterparty a variable rate equal to the floating interest rate which will be determined semi-annually and will be based on the six month London Interbank Offering Rate plus 2.36%.

     Excluding acquisitions, we believe our sources of funding are sufficient to meet short- and long-term liquidity needs not funded by cash flows from operations, including the payment of minimum quarterly distributions to unitholders.

Legal and Environmental

     Surface Mining Valley Fills.  Over the course of the last several years, opponents of surface mining have filed three lawsuits challenging the legality of permits authorizing the construction of valley fills for the disposal of coal mining overburden under federal and state laws applicable to surface mining activities.  Although two of these challenges were successful in the United States District Court for the Southern District of West Virginia (the "District Court"), the United States Court of Appeals for the  Fourth Circuit overturned both of those decisions in Bragg v. Robertson in 2001 and in Kentuckians For The Commonwealth v. Rivenburgh in 2003.

     On October 23, 2003, a third lawsuit involving the disposal of coal mining overburden was filed under the name of Ohio Valley Environmental Coalition v. Bulen.  In this case, which was also filed in the District Court, several public interest group plaintiffs have alleged that the Army Corps of Engineers violated the Clean Water Act ("CWA") and other federal regulations when it issued Nationwide Permit 21, a general permit for the disposal of coal mining overburden into United States waters.  This most recent suit also challenges certain individual discharge authorizations in West Virginia, including several involving the mining activities of the Partnership's lessees.  If the plaintiffs prevail in this latest lawsuit, lessees who have received authorization for discharges pursuant to Nationwide Permit 21 could be prevented from undertaking future discharges until they receive individual CWA permits, and future operations could require individual permits.  Obtaining these individual permits is likely to substantially increase both the time and the costs of obtaining CWA permits for our lessees and other coal mining operators throughout the industry where any such unfavorable ruling may be applied.  These increases could adversely affect our coal royalty revenues.  Although the Partnership expects that any ruling for the plaintiffs would be appealed to the Fourth Circuit, the coal mining industry, including the operations of our lessees, could be significantly adversely impacted by the initial effects of an adverse decision while any appeal is pending.

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     Mine Health and Safety Laws. The operations of our lessees are subject to stringent health and safety standards that have been imposed by federal legislation since the adoption of the Mine Health and Safety Act of 1969. The Mine Health and Safety Act of 1969 resulted in increased operating costs and reduced productivity. The Mine Safety and Health Act of 1977, which significantly expanded the enforcement of health and safety standards of the Mine Health and Safety Act of 1969, imposes comprehensive health and safety standards on all mining operations. In addition, as part of the Mine Health and Safety Acts of 1969 and 1977, the Black Lung Acts require payments of benefits by all businesses conducting current mining operations to coal miners with black lung and to some beneficiaries of a miner who dies from this disease.

     Environmental.  The operations of our lessees are subject to environmental laws and regulations adopted by various governmental authorities in the jurisdictions in which these operations are conducted. The terms of the Partnership's coal property leases impose liability for all environmental and reclamation liabilities arising under those laws and regulations on the relevant lessees. The lessees are bonded and have indemnified the Partnership against any and all future environmental liabilities. The Partnership regularly visits the properties subject to our leases to generally observe our lessee's compliance with environmental laws and regulations, as well as to review mining activities. Management believes that the Partnership's lessees will be able to comply with existing regulations and does not expect any material impact on its financial condition or results of operations as a result of environmental regulations.

With respect to our unleased and inactive properties, we have some reclamation bonding requirements. In conjunction with the November 2002 purchase of equipment, we assumed reclamation and mitigation liabilities of approximately $3.0 million. We leased this property n May 2003 and have assigned all reclamation and mitigation liabilities to our new lessee.

 Recent Accounting Pronouncements

  In November 2002, the FASB issued Interpretation No. 45 ( FIN 45), Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of the Indebtedness of Others, which clarifies the requirements of SFAS No. 5, Accounting for Contingencies, relating to a guarantor's accounting for and disclosures of certain guarantees issued. FIN 45 requires enhanced disclosures for certain guarantees. It also will require certain guarantees that are issued or modified after December 31, 2002, including certain third-party guarantees, to be initially recorded on the balance sheet at fair value. For guarantees issued on or before December 31, 2002, liabilities are recorded when and if payments become probable and estimable.

     The accounting staff of the SEC is currently engaged in discussions regarding the application of certain provisions of SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets," to companies in the mining industry, including those which, like the Partnership, do not actually conduct any mining operations. The Emerging Issues Task Force is considering whether the provisions of SFAS No. 141 and SFAS No. 142 require registrants to classify costs associated with coal mineral rights as intangible assets on the balance sheet, apart from other capitalized property costs, and provide specific footnote disclosures.

     Historically, we have included our owned and leased mineral interests as a component of property and equipment on our balance sheet.   It is likely that accounting standard setters will determine that costs associated with leased coal mineral interests are required to be classified as intangible assets.  Our coal acquisition costs for leased mineral interests are not significant.  However, the accounting standard setters are also considering what constitutes an "owned" mineral interest, and depending on the outcome of that interpretation, a substantial portion of our fee mineral acquisition costs since the September 30, 2001 effective date of SFAS No. 141 and 142 could also be required to be classified as an intangible asset on our balance sheet.  The Partnership's results of operations would not be affected as a result of any such reclassification, since all of our intangible assets would continue to be depleted on a unit of production basis.  Further, we do not believe any such reclassification would have any impact on our compliance with covenants under our debt agreements.

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Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices. The principal market risks to which we are exposed are interest rate risk and coal price risks.

     In March 2003, we refinanced $90.0 million of current amounts borrowed on our credit facility borrowings with more permanent debt which has a fixed interest rate throughout its term. We executed an interest rate derivative transaction for $30.0 million of the amount refinanced to hedge the fair value of our unsecured senior notes.  The interest rate swap is accounted for as a fair value hedge in compliance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and SFAS No. 138. The debt we incur in the future under our credit facility will bear variable interest at either the applicable base rate or a rate based on LIBOR.

 We are also indirectly exposed to the credit risk our lessees if our lessees do not manage their operations well or if there is a significant decline in coal prices, our lessees may not be able to pay their debts as they become due or our coal royalty revenues could decrease due to decreased production volumes. In the fourth quarter of 2002, one of our lessees filed for bankruptcy under Chapter 11 of the Code for the second time in nine months. To date, the lessee has made all payments required under its leases.  In October 2003, another entity purchased the respective leases from the lessee in bankruptcy and we are currently in the process of assigning those leases to the new lessee.

 Forward-Looking Statements

      Statements included in this report which are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto) are forward-looking.  In addition, we and our representatives may from time to time make other oral or written statements which are also forward-looking statements.

      Such forward-looking statements include, among other things, statements regarding development activities, capital expenditures, acquisitions and dispositions, expected commencement dates of coal mining by our lessees, projected quantities of future coal production by our lessees producing coal from reserves leased from us, costs and expenditures, and projected demand or supply for coal, all of which may affect sales levels, prices and royalties realized by us.

       These forward-looking statements are made based upon management's current plans, expectations, estimates, assumptions and beliefs concerning future events impacting Penn Virginia Resource Partners, L.P. and, therefore, involve a number of risks and uncertainties.  We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

       Important factors that could cause the actual results of operations or financial condition of Penn Virginia Resource Partners, L.P. to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to: 

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        *    the experience and financial condition of  our lessees, including their ability to satisfy their royalty, environmental, 
              reclamation and other obligations to the Partnership and others;
         *   changes in financial market conditions; and 
              other risk factors detailed in the Partnership's SEC filings. Many of such factors are beyond our ability to control or predict. 

        Readers are cautioned not to put undue reliance on forward-looking statements.

        While we periodically reassesses material trends and uncertainties affecting our results of operations and financial condition in connection with the preparation of Management's Discussion and Analysis of Results of Operations and Financial Condition and certain other sections contained in our quarterly, annual or other reports filed with the SEC, we do not undertake any obligation to review or update any particular forward-looking statement, whether as a  result of new information, future events or otherwise.

Item 4.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures:

     The Partnership, under the supervision, and with the participation, of its management, including its principal executive officer and principal financial officer, performed an evaluation of the design and operation of the Partnership's disclosure controls and procedures (as defined Exchange Act Rules 13a-15(e) and 15(d)-15(e) as of the end of the period covered by this report.  Based on that evaluation, the General Partner's principal executive officer and principal financial officer concluded that such disclosure controls and procedures are effective to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is accumulated and communicated to the Partnership's management and made known to the principal executive officer and principal financial officer, particularly during the period for which this periodic report was being prepared.

(b) Changes in Internal Controls

     No changes were made in the Partnership's internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II     Other Information

Items 1, 2, 3 and 5 are not applicable and have been omitted.

Item 4.  Submission of Matters to a Vote of Unitholders

        A special meeting of the common unitholders of Penn Virginia Resource Partners, L.P. was held on July 29, 2003.  The purpose of the meeting was for unitholders to vote upon a proposal (the "Proposal") to approve

*    the Partnership's issuance of an aggregate of 2,763,158 common units in the Peabody Acquisition, including 1,240,833 common units issuable upon conversion of the class B common units.

Unitholders cast 4,895,032 votes for and 19,597 votes against the Proposal.  There were also 35,831 abstentions.

Item 6. Exhibits and Reports on Form 8-K

(a)                 Exhibits

10.1              Third Amendment to Credit Agreement dated as of October 31, 2003 among Penn Virginia Operating Co., LLC, the
                     financial institutions party thereto (the "Lenders") and PNC Bank, National Association, as Agent for the Lenders.

10.2              First Amendment to Coal Mining Lease and Sublease dated July 25, 2003, effective as of December 19, 2002, between
                     Fieldcrest Resources, LLC and Peabody Natural Resources Company.

12                 Statement of Computation of Ratio of Earnings to Fixed Charges

31.1              Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2              Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1              Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2              Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)                 Reports on Form 8-K:

                    On July 29, 2003, the Partnership filed a Current Report on Form 8-K announcing that the common unitholders of PVR
 approved the conversion of 1,240,833 Class B common units outstanding into the same number of common units and the issuance of
 an aggregate of 2,763,158 common units in connection with the Peabody Acquisition, including the common units issuable upon the
 conversion.

                    On August 6, 2003, the Partnership filed a Current Report on Form 8-K announcing its financial results for the three months ended June 30, 2003.

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