Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  PENN VIRGINIA CORP
 2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2006		 3. Issuer Name and Ticker or Trading Symbol
Penn Virginia GP Holdings, L.P. [PVG]
(Last)
(First)
(Middle)
100 MATSONFORD ROAD SUITE 300, THREE RADNOR CORPORATE CENTER		 4. 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
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

RADNOR, PA 19087		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Units 32,125,000
I
Parent Company (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PENN VIRGINIA CORP
100 MATSONFORD ROAD SUITE 300
THREE RADNOR CORPORATE CENTER
RADNOR, PA 19087		     X   100% owner of general partner

Signatures

Nancy M. Snyder, Vice President 12/11/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Penn Virginia Corporation is the ultimate parent company of Penn Virginia Resource GP Corp. ("GP Corp"), Penn Virginia Resource LP Corp. ("LP Corp") and Kanawha Rail Corp. ("KRC"). As such, Penn Virginia Corporation may be deemed to benefically own common units held by GP Corp, LP Corp and KRC. In addition, as the ultimate parent company of PVG GP, LLC, the general partner of the Issuer (the "General Partner"), Penn Virginia Corporation appoints the directors of the General Partner.

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