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

On July 23, 2009, the board of directors of Penn Virginia Corporation (the "Company") amended the Company'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 Company'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 Company, including its Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller or persons performing similar functions. 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 the Company's website, http://www.pennvirginia.com, or in print upon request to Penn Virginia Corporation, 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 Corporation Code of Business Conduct and Ethics.

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