Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On July 21, 2009, the board of directors of Penn Virginia Resource GP, LLC (the "General Partner"), the general partner of Penn Virginia Resource Partners, L.P. ("PVR"), amended the General Partner's Code of Business Conduct and Ethics (the "Code"). The principal amendments to the Code were as follows:

(i) Amending the "Securities Law and Insider Trading" provision to conform it to the General Partner's existing Policy Regarding Special Trading Procedures;

(ii) Adding an "Authorization and Documentation" provision, which deals with the authorization and proper documentation of transactions;

(iii) Revising the harassment provision to clarify that all forms of inappropriate behavior, and not just illegal harassment, are prohibited; and

(iv) Amending the "Confidential Information" provision to provide additional guidelines regarding the treatment of confidential information.

The Code applies to all directors, officers and employees of the General Partner, including its Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller or persons performing similar functions, and all employees of any affiliate of the General Partner who provide services to PVR. A copy of the Code, as amended, is filed as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated herein by reference. A current copy of the Code is also available at the "Governance" section of PVR's website, http://www.pvresource.com, or in print upon request to Penn Virginia Resource GP, LLC, Attention: Secretary, Three Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, Pennsylvania 19087, without charge.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

14.1 Penn Virginia Resource GP, LLC Code of Business Conduct and Ethics.

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