Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

John P. DesBarres, an independent director of Penn Virginia Resource GP, LLC, general partner of Penn Virginia Resource Partners, L.P. (the "Partnership"), passed away on December 29, 2008. Mr. DesBarres was also the chairman of the audit committee and the audit committee financial expert as well as a member of the compensation and benefits and conflicts committees. Section 303A.07(a) of the New York Stock Exchange ("NYSE") corporate governance listing standards requires all publicly traded companies to have at least three independent directors serving on the audit committee and at least one member of the audit committee identified as the audit committee financial expert. On December 30, 2008, the NYSE notified the Partnership of its non-compliance with
Section 303A.07(a) due to the death of Mr. DesBarres. The Partnership intends to immediately begin a search for a third member of its general partner's audit committee and an audit committee financial expert.

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