On September 10, 2009, Penn Virginia GP Holdings, L.P. ("PVG") entered into an underwriting agreement (the "Underwriting Agreement") with PVG GP, LLC (the "PVG General Partner"), Penn Virginia Resource GP Corp. (the "Selling Unitholder"), a wholly owned subsidiary of Penn Virginia Corporation (the "Company"), and Barclays Capital Inc., UBS Securities LLC, J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), covering the sale by the Selling Unitholder (the "Offering") of an aggregate of 8,695,655 common units representing limited partner interests in PVG (the "Common Units"). Pursuant to the Underwriting Agreement, the Selling Unitholder granted the Underwriters an option to purchase up to an additional 1,304,345 Common Units solely to cover over-allotments, if any. On September 11, 2009, the Underwriters exercised such option in full. Closing of the sale of the Common Units is scheduled for September 16, 2009. The Selling Unitholder will receive all of the net proceeds from the sale of the Common Units.

The Common Units to be sold in the Offering have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to PVG's shelf registration statement on Form S-3 (File No. 333-161257), as supplemented by the Prospectus Supplement dated September 10, 2009 relating to the Common Units, filed with the Securities and Exchange Commission pursuant to Rule 424(b) on September 11, 2009.

The Underwriting Agreement provides that the obligations of the Underwriters to purchase the Common Units from the Selling Unitholder are subject to the approval of legal matters by counsel and to other conditions. PVG, the PVG General Partner and the Selling Unitholder have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Underwriters may be required to make for these liabilities.

The description of the Underwriting Agreement in this report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K.

On September 10, 2009, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being furnished under Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be incorporated by reference into any filing under the Securities Act or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

(d) Exhibits

Exhibit No.                         Item
    1.1       Underwriting Agreement, dated September 10,
              2009, among Penn Virginia GP Holdings, L.P.,
              Penn Virginia Resource GP Corp., PVG GP, LLC and
              Barclays Capital Inc., UBS Securities LLC, J.P.
              Morgan Securities Inc. and Wells Fargo
              Securities, LLC, as representatives of the
              several underwriters listed therein relating to
              the Offering (incorporated by reference to
              Exhibit 1.1 to Penn Virginia GP Holdings, L.P.'s
              Current Report on Form 8-K filed on September
              14, 2009)
   99.1       Penn Virginia Corporation press release dated
              September 10, 2009, announcing the pricing of
              the Offering