SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PENN VIRGINIA CORP

(Last)

(First)

(Middle)

100 MATSONFORD ROAD SUITE 230

THREE RADNOR CORPORATE CENTER

(Street)

RADNOR

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENN VIRGINIA RESOURCE PARTNERS L P [ pvr ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		100% owner of general partner

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	01/02/2004		J⁽¹⁾		2,000	A	$35.05	155,317	I	Penn Virginia Corporation is the parent company⁽²⁾
Common Units	11/12/2004		M⁽³⁾		1,912,470	A	⁽⁴⁾	2,048,426	I	Penn Virginia Corporation is the parent company⁽²⁾
Common Units	03/03/2005		J⁽⁵⁾		25,288	D	$54.37	2,023,138	I	Penn Virginia Corporation is the parent company⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subordinated Units	⁽⁶⁾	11/12/2004		M⁽³⁾			1,912,470	⁽⁷⁾	⁽⁸⁾	Common Units	1,912,470	⁽⁸⁾	5,737,410	I	Penn Virginia Corporation is the parent company⁽²⁾

Explanation of Responses:

1. Transfer of common units from Penn Virginia Resource LP Corp. ("LP Corp") to Penn Virginia Resource GP, LLC (the general partner of the Issuer ("General Partner").

2. Penn Virginia Corporation is the ultimate parent company of LP Corp., Kanawha Rail Corp. ("KRC") and the General Partner. As such, Penn Virginia Corporation may be deemed to beneficially own the common units and the subordinated units held by LP Corp., KRC and the General Partner. In addition, as the ultimate parent company of the General Partner, Penn Virginia Corporation appoints the directors of the General Partner.

3. The transaction described herein is also exempt under Rule 16b-6(b) as the conversion of a derivative security, thus Transaction Code C is also applicable.

4. An aggregate of 1,912,470 subordinated units representing limited partner interests owned by LP Corp and KRC converted into an equal number of common units on November 12, 2004 pursuant to the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership dated October 30, 2001 (the "Partnership Agreement").

5. Transfer of common units through the General Partner to certain officers and employees of Issuer as compensation pursuant to the Company's Amended and Restated Long Term Incentive Plan.

6. The conversion rate is 1 for 1.

7. The subordinated units convert to common units automatically upon the occurrence of certain events described in the Partnership Agreement.

8. Not applicable.

	Nancy M. Snyder, Senior Vice President and GC	04/29/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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