Date of Report: January 8, 2007

Registrant's telephone number, including area code:  (610) 687-8900

Not Applicable

       As previously reported in a Current Report on Form 8-K filed on December 7, 2006 with the Securities and Exchange Commission (the "Commission"), Penn Virginia GP Holdings, L.P. (the "Partnership") entered into an Underwriting Agreement on December 4, 2006 (the "Underwriting Agreement") among PVG GP, LLC and the Partnership and Lehman Brothers Inc., UBS Securities LLC, A.G. Edwards & Sons, Inc., RBC Capital Markets Corporation, Wachovia Capital Markets, LLC, J.P. Morgan Securities Inc., BMO Capital Markets Corp. and Stifel, Nicolaus & Company, Incorporated (collectively, the "Underwriters") providing for the offer and sale in a firm commitment underwritten offering (the "Offering") of 6,300,000 common units representing limited partner interests in the Partnership ("Common Units"). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 945,000 Common Units to cover over-allotments, if any, on the same terms as those Common Units sold by the Partnership (the "Option"). As previously reported in a Current Report on Form 8-K filed on December 13, 2006 with the Commission, the Underwriters gave the Partnership notice of their exercise of the Option with respect to 600,000 Common Units. The closing for the sale of the 600,000 Common Units underlying the Option occurred on December 18, 2006.

       On January 3, 2007, the Underwriters gave the Partnership notice of their exercise of the Option with respect to an additional 49,500 Common Units. The closing for the sale of the 49,500 Common Units underlying the Option occurred on January 8, 2007.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 8, 2007