U-1/A

File No.  70-09477
As filed with the Securities and Exchange Commission on
September 25, 2000

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1 APPLICATION-DECLARATION
- -----------------------------------------------------------
- ------------
POST-EFFECTIVE AMENDMENT NO. 8
TO
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
- -----------------------------------------------------------
- -----------
Dominion
Resources, Inc.
120 Tredegar
Street
Richmond, VA
23219


Consolidated Natural
Gas Company
120 Tredegar Street
Richmond, VA 23219


(Name of company filing this statement and
address of principal executive offices)
- -----------------------------------------------------------
- ---------
Dominion Resources, Inc.
(Name of top registered holding company
parent of each applicant or declarant)
- -----------------------------------------------------------
- -----------
James F.  Stutts
Vice President and General Counsel
Dominion Resources, Inc.
120 Tredegar Street
Richmond, VA 23219
(Name and address of agent for service)
- -----------------------------------------------------------
- --------


The Commission is also requested to send copies
of any communication in connection with this matter to:
Norbert F. Chandler,
Esq.
Managing Counsel
Consolidated Natural
Gas Service Company,
Inc.
CNG Tower, 625 Liberty
Street
Pittsburgh, PA 15222
Tia S. Barancik, Esq.
LeBoeuf, Lamb, Greene &
MacRae, L.L.P.
125 West 55th Street
New York, NY 10019-5389



APPLICATION-DECLARATION
UNDER
SECTIONS 9(a), 10, 12 , and 13
OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
FOR APPROVAL OF
REVISED SERVICE AGREEMENT AND RELATED MATTERS
Item 1.	Description of Proposed Transactions.
This post-effective amendment to the Application-
Declaration of the Applicants in File No. 70-9477 is
submitted, under the Public Utility Holding Company Act of
1935 (the "Act") in connection with proposed changes in the
standard service agreement (the "Current Agreement") of
Dominion  Resources Services, Inc. ("DRI Services") and
Consolidated Natural Gas Service Company, Inc.("CNG
Services").  The Current Agreement was put in place
following the merger (the "Merger") of Dominion Resources,
Inc. ("DRI") and Consolidated Natural Gas Company ("CNG"),
which was approved in this proceeding by the Securities and
Exchange Commission (the "Commission") on December 15,
1999, HCAR No. 35-27113 (the "Order"), and completed on
January 28, 2000. This amendment supplements and completes
the record with respect to certain matters set forth in the
Order.
CNG Services was formed in 1966, and DRI Services
was formed by DRI as a new subsidiary service company in
late 1999 in anticipation of the Merger.  After closing of
the Merger, DRI Services and CNG Services entered into the
Current Agreement, a new single system-wide service
agreement, with DRI and all principal subsidiaries of DRI
including subsidiaries of  CNG.  The Current Agreement was
modeled on the service agreement in effect for the CNG
system prior to the Merger.  The DRI-CNG combined system
has thus to date  been operating with two service
companies, and each system company has had the opportunity
to elect to purchase services from either service company.
The Order requires that no later than March 31, 2001, all
service functions will be centralized and a single service
company will provide all routine service functions to the
DRI-CNG combined system.
The Order further authorized that, for a limited
period of time ending no later than March 31, 2001,
Virginia Electric and Power Company ("Virginia Power"), an
electric utility company subsidiary of DRI, can provide
certain services to system companies under a subcontract
with DRI Services (the "Virginia Power Support Agreement").
DRI has committed to make whole any company for any excess
payment made to Virginia Power.  The Virginia Power Support
Agreement has and continues to serve as a practical and
efficient means for Virginia Power to provide to DRI
Services the same types of services that it has
historically provided to DRI system companies.  The
Virginia Power Support Agreement  was established primarily
to be the Virginia State Corporation Commission ("VSCC")
approved contractual framework for which services may be
performed by Virginia Power for its affiliates.
The Order also authorized Ancillary Service
Agreements under which individual system companies subject
to VSCC jurisdiction can contract with other associate
companies for specific services.  The VSCC has not approved
the Ancillary Service Agreement for use by Virginia Power
or Virginia Natural Gas Company ("VNG"), the only DRI
system utility companies subject to VSCC jurisdiction.
However such agreements have been put into place among the
other DRI system gas utility companies and Dominion
Transmission, Inc. pursuant to Rule 87.
DRI and CNG now propose the following.
1.	The merger of CNG Services into DRI
Services.
CNG Services, a Delaware corporation,  has issued
and outstanding 100 shares of common stock, $100 par value
per share.  DRI Services, a Virginia corporation, has
issued and outstanding  100 shares of common stock, no par
value per share.  CNG Services will be merged with DRI
Services, with DRI Services being the surviving
corporation.  All the outstanding common stock of CNG
Services will be cancelled pursuant to the merger.
2.	Adoption of a new standard system service
agreement.
DRI has completed an analysis and review of
services currently centralized and considered efficiencies
to be gained by a combination of the two service companies,
and, as a result, propose revisions to the Current
Agreement.  Changes will be made to the basis of allocation
to reflect consideration of what services and groups will
be in the combined services company.  Certain wording
changes will also be made to the Current Agreement in order
to update references, eliminate unnecessary detail, clarify
the mechanics of the methods of cost allocation and better
align the allocation basis with the cost driver of the
service.
Accordingly, a revised DRI system service
agreement (the "New Agreement") would be executed,
effective January 1, 2001,  by DRI Services with all the
subsidiaries of DRI with which it is a party under the
Current Agreement.  The New Agreement will supersede and
replace all of such earlier service agreements.  A form of
the New Agreement is attached as Exhibit K-3.1.  A matrix
showing the changes to allocations methods together with a
copy of the Current Agreement  marked to show changes
between it and the New Agreement will be provided to the
staff as supplemental information.  Request is made for
approval of the New Agreement.
Request is also made for authority for DRI
Services to use a "60-day letter proceeding" to obtain any
required Commission clearance with respect to changes to
the New Agreement.  In this regard, no change in the
organization of DRI Services, the type and character of the
companies to be serviced, the method of allocating costs to
associate companies, or in the scope or character of
services to be rendered, shall be made unless and until DRI
Services shall have given the Commission written notice of
such proposed changes not less than 60 days prior to the
effectiveness of  any such change.  If upon the receipt of
any such notice, the Commission within the 60-day period
shall notify DRI Services that a question exists as to
whether the aforesaid proposed change is consistent with
the provisions of Section 13 of the Act, or any rule,
regulation or order thereunder, the proposed change shall
not become effective unless and until DRI Services shall
have filed with the Commission an appropriate declaration
with respect to such proposed change, and the Commission
shall have permitted such declaration to become effective.
3.	Amendment and continuation of the Virginia
Power Support Agreement
During the post-Merger transition period to date,
considerable personnel and service functions have been
moved from Virginia Power to DRI Services to centralize
functions and services.  It has been determined by DRI that
movement of other functions at this time would be
disruptive and would create no significant efficiencies.
DRI has moved (or will move effective January 1, 2001) the
following functions from Virginia Power into DRI Services.
	Auditing
	Legal
	Employee Benefits/Pension Investment
	Executive and Administrative
	Environmental Compliance
	Risk Management
	Tax
	Treasury/Finance

	However, Virginia Power still retains some
service functions primarily needed in its own operations
but which are also of some importance to its affiliates.
The Commonwealth of Virginia has mandated disaggregation of
generating facilities by electric utility companies subject
to its jurisdiction by January 1, 2002, which date is
subject to possible extension by the state legislature.
Further changes are likely in Virginia Power's service
arrangements not only in connection with the disaggregation
of its generating assets, but also in connection with
further anticipated changes in the DRI system to ultimately
conform its legal structure to its functional business
structure.  It is therefore proposed that the Virginia
Power Support Agreement be terminated and replaced with a
revised Virginia Power Support Agreement ("Revised Virginia
Power Support Agreement") which would be substantially
reduced in scope from the current agreement.  Request is
made to approve the Revised Virginia Power Support
Agreement for use until July 1, 2002 to allow time during
the aforementioned structural changes for further study of
and adjustments to Virginia Power's methods of rendering
services to DRI affiliates.  Virginia Power may, after July
1, 2002, provide de minimis services to associate companies
through DRI Services.

	A form of the Revised Virginia Power Support
Agreement is filed as Exhibit K-3.2.  Costs that are to be
allocated under the Revised Virginia Power Support
Agreement will include all costs of doing business
including interest on debt and a return for the use of
equity capital.  A copy of the current Virginia Power
Support Agreement marked to show changes between it and the
new agreement will be provided to the staff as supplemental
information.

	In connection with the transfer of service
functions and personnel from Virginia Power to DRI
Services, Virginia Power may sell furnishings, fixtures and
equipment relating to the transferred functions to DRI
Services at cost.  It is estimated that these assets will
have an aggregate net book value of approximately $20
million.  Even though the assets are in Virginia Power's
rate base, such assets are deemed to not be "utility
assets' as defined in Section 2(a)(18) of the Act because
they are not facilities in place for the production,
transmission, transportation or distribution of electric
energy.  Additionally,  certain assets and liabilities in
the form of employee benefit related accounts will be
transferred from Virginia Power to DRI Services.

	The North Carolina Utilities Commission approved
the Merger upon several regulatory conditions with which
DRI is required to comply.  One of the conditions was that
in any filing with the Commission under the Act made in
connection with asset transfers involving Virginia Power
doing business in North Carolina as North Carolina Power
("NC Power"), DRI is to make a request that the Commission
include certain language in its order.  DRI, therefore,
requests that the following language be included in the
order to be issued in this proceeding:

Approval of this application in no way precludes the
North Carolina Utilities Commission from scrutinizing
and establishing the value of the asset transfer for
purposes of determining the rates for services
rendered to NC Power's customers.  It is the
Commission's intention that the North Carolina
Utilities Commission retain the right to review and
determine the value of such asset transfer for
purposes of determining rates.

	4.	DRI Services to succeed CNG Services

 Pursuant to the merger of CNG Services into DRI
Services, DRI Services will succeed to all the legal rights
and obligations of CNG Services.  Commensurately, request
is made for DRI Services to succeed to all authorizations
granted by the Commission to CNG Services under the Act.
Particularly, DRI Services would take the place of CNG
Services with respect to the CNG Money Pool.  By orders
dated June 12 and July 16, 1986 (HCAR Nos. 24128 and
24150), as amended by orders dated May 27, 1987 (HCAR No.
24399), February 14, 1990 (HCAR No. 25040), May 13,1991
(HCAR  No. 25311), April 8, 1994 (HCAR No. 26021), and July
18, 1997 (HCAR No. 26742), the Commission permitted the
application-declaration of CNG and subsidiaries to become
effective, thereby authorizing the establishment of the CNG
Money Pool.  CNG Services both administers and participates
in the CNG Money Pool. After satisfaction of the borrowing
needs of the CNG subsidiary companies authorized to
participate in the Money Pool, CNG Services, as agent for
the Pool, invests excess funds and allocates the earnings
among those participant companies providing such excess
funds. Subsequent to the merger of the two service
companies, DRI Services would administer and participate in
the CNG Money Pool with respect to the activities of the
CNG subsidiaries in the same capacity as CNG Services does
now.
 During the quarter ended June 30, 2000, CNG
Services contributed $73,681,000 to the money pool,
withdrew $45,964,000 from the money pool, and had an
outstanding credit  of $36,917,000 at the end of the
quarter.  The extent of CNG Services participation in the
Money Pool during the past several months has been
abnormally high due to Merger related activities.  The
degree of participation by CNG Services (and DRI Services
after January 1, 2001) in the Money Pool is expected to be
substantially lower in the future.
		On May 8, 2000, Dominion and CNG entered into a
Stock Purchase Agreement, with AGL Resources Inc. ("AGL")
dated as of May 8, 2000 ("Stock Purchase Agreement").
Pursuant to the Stock Purchase Agreement, CNG will sell all
of the outstanding common stock of VNG to AGL for $500
million in cash, or $550 million if at the option of CNG,
the parties elect to treat the transaction as a sale of
assets for tax purposes, commonly referred to as a Section
338(h)(10) election.  This sale was made pursuant to a
commitment made by DRI and CNG to the VSCC to sell VNG in
order to obtain such commission's approval, in September
1999, of the merger of Dominion and CNG.  In connection
with the sale of VNG, CNG and AGL propose to enter into an
agreement pursuant to which CNG or its affiliates will
provide transition services to VNG for a period of one year
subsequent to the effective date of the sale.  It is
anticipated that some of such services will be of the same
type that are currently being provided by CNG Services to
VNG.  Such services will be provided to VNG by DRI Services
and its affiliates subsequent to the merger of CNG Services
into DRI Services.  A form of the transition services
agreement between CNG and AGL is Exhibit 5.11.1 to the
Stock Purchase Agreement, which itself has been filed on
June 26, 2000 as Exhibit B-2 to Post-Effective Amendment
No. 6 in the proceeding under File No. 70-9477.

5.  Status of Ancillary Service Agreements.
The Ancillary Service Agreements may be amended
in a manner similar to the amendment to the Current
Agreement.  In addition, Ancillary Service Agreements will
be entered by certain subsidiaries of CNG (including gas
utility companies) to allow provision of services by such
subsidiaries to DRI Services which will, in turn, provide
the services through the New Agreement to Virginia Power.
This would be in accordance with the VSCC's intent to have
all services from and to Virginia Power to be run through
DRI Services for ease of regulatory oversight.

Item 2.	Fees, Commissions and Expenses.
The fees, commissions and expenses to be paid or
incurred, directly or indirectly, in connection with
seeking the authorizations herein requested are estimated
as follows:
Fee, Commission or Expense
Thousands
Legal Fees and Expenses
$50

=======
Total
$50
Item 3.	Applicable Statutory Provisions.
The following sections of the 1935 Act and the
Commission's rules thereunder are or may be directly or
indirectly applicable to the proposed transactions for
which authorization is sought in this Application-
Declaration.

Section of/Rule under  				Transactions to which such
the 1935 Act					Section/Rule is or may be
								applicable

Sections 9(a) and 10				Merger of CNG Services
							into DRI Services

Section 12(b)					DRI Services participation
							in the CNG Money Pool

Section 13						Adoption of revised
							service agreements

Item 4.	Regulatory Approvals.
Approval of the revised New Agreement will be
sought from the state utility commissions of Virginia,
North Carolina, Pennsylvania and West Virginia.  Approval
of the revised Virginia Power Support Agreement will be
sought from the state utility commissions in Virginia and
North Carolina.  DRI and CNG require no other regulatory
approvals or consents to complete the transactions
contemplated by this post-effective amendment.
Item 5.	Procedure.
The Commission is respectfully requested
forthwith to issue an order of the Commission granting and
permitting this post-effective amendment to this
Application-Declaration to become effective.
It is submitted that a recommended decision by a
hearing or other responsible officer of the Commission is
not needed for approval of the disposition of VNG.  The
Division of Investment Management may assist in the
preparation of the Commission's decision.  There should be
no waiting period between the issuance of the Commission's
order and the date on which it is to become effective.

Item 6.	Exhibits and Financial Statements.

Exhibit D-7.1	  Application to the Virginia State
Corporation Commission.

Exhibit D-7.2    Order of the Virginia State Corporation
Commission.
                          (To be filed by amendment)

Exhibit D-8.1    Application to the North Carolina
Utilities Commission.

Exhibit D-8.2    Order of the North Carolina Utilities
Commission.
                          (To be filed by amendment)

Exhibit D-9.1    Application to the Pennsylvania Public
Utility Commission.

Exhibit D-9.2    Order of the Pennsylvania Public Utility
Commission.
                          (To be filed by amendment)

Exhibit D-10.1   Application to the West Virginia Public
Service Commission.

Exhibit D-10.2   Order of the West Virginia Public Service
Commission
                           (To be filed by amendment)

Exhibit K-3.1    Form of New Service Agreement.



Exhibit K-3.2    Form of Revised Virginia Power Support
Agreement.




Item 7.	Information as to Environmental Effects.

The changes in service company arrangements
neither involve a "major federal action" nor "significantly
affect the quality of the human environment" as those terms
are used in Section 10(2)(C) of the National Environmental
Policy Act, 42 U.S.C. Section 4321, et seq.  The only
federal actions related to the changes in service company
arrangements pertain to the Commission's approval of this
post-effective amendment to this Application-Declaration
under the 1935 Act and the other approvals and actions
described in Item 4 above.   The changes in service company
arrangements will not result in changes in the operations
of DRI, CNG or any of their respective subsidiaries that
would have any impact on the environment.  No federal
agency is preparing an environmental impact statement with
respect to this matter.


Pursuant to the Public Utility Holding Company
Act of 1935, each of the undersigned companies has caused
this Application-Declaration to be signed on its behalf by
the undersigned thereunto duly authorized.

DOMINION RESOURCES, INC. 		CONSOLIDATED NATURAL GAS
						COMPANY


By:       James F. Stutts		By:       James F. Stutts
__________________			__________________________
Name:	James F. Stutts			Name:  James F. Stutts
Title:  Vice President and 		Title:  Vice President and
	General Counsel			General Counsel
Date:	September 25, 2000		Date:	September 25, 2000

EX-4

Exhibit D-10.1






September 25, 2000


Mrs. Sandra Squire
Executive Secretary
Public Service Commission
	Of West Virginia
P.O. Box 812
Charleston, WV  25323

		Re:	Case No. 00-_______________-G-PC
			Hope Gas, Inc.
			Petition for Consent and Approval of
 			Services Agreement between Affiliates

Dear Mrs. Squire:

	On Behalf of Hope Gas, Inc., enclosed, please find an
original and thirteen (13) copies of a Petition of Hope
Gas, Inc. for Consent and Approval to Enter Into a Contract
for Services With an Affiliated Corporation.

	I would appreciate your stamping one of the enclosed
copies of this filing as "received", and returning it to me
at the address listed above.

	Thank you for your attention to this matter.


						Sincerely,




						Susan G. George
						Chief Counsel





STATE OF WEST VIRGINIA
PUBLIC SERVICE COMMISSION
CHARLESTON

Case No. 00-_____________-G-PC

HOPE GAS, INC.
	Petition for Approval of Service
	Agreement Between Affiliates


PETITION OF HOPE GAS, INC. FOR CONSENT
AND APPROVAL TO ENTER INTO A CONTRACT
FOR SERVICES WITH AN AFFILIATED CORPORATION


	Hope Gas, Inc. dba Dominion Hope (hereinafter
"Dominion Hope" or "Petitioner") respectfully petitions the
Commission for consent and approval to enter into a
contractual arrangement with its sister affiliate, Dominion
Resource Services, Inc. (hereinafter "DRS"), in which Hope
will be receiving from its affiliate a variety of
management, administrative and other services.  In support
of this petition, Petitioner respectfully represents as
follows:

1.	The name and address of the Petitioner are:

Hope Gas, Inc. dba Dominion Hope
P. O. Box 2868
Clarksburg, WV  26302-2868

2.	The name and address of the affiliate that will
be providing

certain management, administrative or other services from
or to Petitioner are:

		Dominion Resources Services, Inc.
		P.O. Box 26532
		120 Tredegar Street
		Richmond, VA  23219

	Petitioner and DRS are wholly owned subsidiaries of
Dominion Resources, Inc. (hereinafter "DRI").  Waiver of
the requirement to produce the certificate of incorporation
of DRS is hereby requested since provision of this document
would serve no discernible useful purpose.  DRS is not
subject to the jurisdiction of this Commission.

3.	The agreement for which Dominion Hope seeks
approval in this instance is a service agreement for a
variety of administrative, management, and other services
by DRS, which will supplant an agreement between Hope Gas,
Inc. and DRS and Consolidated Natural Gas Service Company,
Inc. (hereinafter CNG Services).  The existing service
agreement was approved by this Commission by order dated
January 14, 2000, Case No. 99-1552-G-PC.
CNG Services was formed in 1966, and DRS was formed by
DRI in anticipation of the merger of DRI and Consolidated
Natural Gas Company (hereinafter "CNG").  After closing of
the merger on January 28, 2000, which was approved by this
Commission by order dated July 27, 1999, Case No. 99-0462-
G-PC, DRS and CNG Services entered into the aforementioned
existing service agreement.  To date, the DRI/CNG combined
system has been operating with two service companies, DRS
and CNG Services, both subsidiaries of DRI.  By order of
the Securities and Exchange Commission, all service
functions for the DRI/CNG combined system are to
centralized and provided by a single company no later than
March 31, 2001.  DRI has completed an analysis and review
of efficiencies to be gained by the combination of the two
service companies and proposes revisions to the
aforementioned existing agreement.  Changes will be made to
the basis of allocation to reflect what services and groups
will be in the combined services company.  Certain wording
changes will also be made to the existing services
agreement in order to update references, eliminate
unnecessary detail, and clarify the mechanics of the
methods of cost allocation.  A copy of the proposed
agreement between Dominion Hope and DRS is attached hereto
as "Exhibit A", and a comparison between the existing
agreement and the proposed agreement is attached as
"Exhibit B".
4.	The financial condition of Petitioner was
reviewed in Dominion Hope's
most recent base rate case, Case No.  98-0001-G-42T.
Waiver of the requirement to produce information on the
financial condition of DRS is hereby requested since
provision of this information would serve no discernible
useful purpose.  DRS is not subject to the jurisdiction of
this Commission.
5.	The proposed agreement will have no deleterious
effect upon Petitioner's

provision of natural gas service in West Virginia.

6.	The prayer of the Petitioner should be granted
since the proposed

agreement (i) is fair and reasonable, (ii) gives nothing
party thereto an advantage over the

other and (iii) is in the public interest.  Furthermore,
the benefits derived from this

agreement will enable Petitioner to conduct its public
utility business more efficiently.

	WHEREFORE, Petitioner respectfully requests that the
Commission grant its

consent and approval to Dominion Hope's entering into this
proposed Service Agreement; that notice and hearing be
dispensed with; and that the Commission grant Dominion Hope
such further authority in connection with this petition as
may be just and proper.

						Respectfully submitted,

						HOPE GAS, INC.






	By_________________________________
							Susan G. George, Esquire
							Chief Counsel
							Hope Gas, Inc.
							P. O. Box 2868
							Clarksburg, WV 26302-
2868
							(304) 623-8679
							West Virginia I.D. #7390

Dated:  September 25, 2000

EX-2

Exhibit D-8.1


STATE OF NORTH CAROLINA
UTILITIES COMMISSION
RALEIGH

DOCKET NO. E-22, SUB 385


BEFORE THE NORTH CAROLINA UTILITIES COMMISSION

In the Matter of
Petition By Virginia Electric and
Power Company, dba North
Carolina Power, for  Approval of
Certain Exemptions and/or
Contracts with Affiliates
)
)
)
)
)
)
)
PETITION FOR APPROVAL
OF CONTRACTS WITH
AFFILIATE AND FOR
TRANSFERS OF ASSETS
AND LIABILITIES TO
AFFILIATE AND
EXEMPTION OF FUTURE
SIMILAR TRANSFERS
FROM
G. S. 62-153


	By Order
of the North Carolina Utilities Commission (the "Commission") dated
July 27, 2000 in the instant proceeding, the Commission approved under
G. S 62-
153: (1)
that certain agreement between Dominion Resources Services, Inc.
("DRS"),
Consolidated Natural Gas Service Company, Inc. ("CNG Service") and
Virginia
Electric
and Power Company, dba North Carolina Power ("NC Power"), (the
"Original
Services
Agreement") and (2) that certain agreement between NC Power and DRS
("Original
Support Agreement"), both filed with and made part of such proceeding.
The
Commission imposed, as a condition to the Order approving the Original
Services
Agreement and Original Support Agreement, a requirement that no changes
be made
to
the terms and conditions of the Original Services Agreement or the
Original
Support
Agreement without prior Commission approval in this docket.
The
parties to the Original Services Agreement now wish to replace that
agreement with a new service agreement that reflects the proposed
merger of DRS
and
CNG Service and the adoption of certain modified allocation
methodologies which
will
more accurately reflect the operations of the companies to whom
services are
provided.
Accordingly, NC Power hereby requests Commission approval of the new
service
agreement between DRS and NC Power, a true copy of which is attached
hereto as
Exhibit 1 (the "New Services Agreement") and NC Power requests
Commission
authorization to terminate the Original Services Agreement.  The
parties to the
Original
Support Agreement wish to make certain revisions to that agreement in
order to
reduce
the number of services covered by the agreement and to clarify certain
aspects
of the
agreement's cost allocation methodologies.  Accordingly, NC Power
hereby
requests
Commission approval of a new support agreement, a true copy of which is
attached
hereto as Exhibit 2 ("New Support Agreement") and authorization to
terminate the
Original Support Agreement.
	The
reduction in NC Power services to DRS reflects successful efforts to
transfer
those services from NC Power to DRS and to staff DRS with employees
associated
with
those services.  It is necessary also to transfer to DRS certain NC
Power
general plant
assets and equipment under capital leases associated with those
services and
employees
and certain employee benefit-related assets and liabilities.
Accordingly, NC
Power and
DRS hereby request the Commission to approve the transfer of those
assets and
liabilities.  Finally, NC Power requests the Commission to exempt
similar future
transfers
from the requirements of G. S. 62-153.
In
support of this Petition, NC Power respectfully states as follows:
Petitioners

1.	NC Power
is a Virginia public service corporation providing electric
service to customers in its service territory in Virginia and North
Carolina.
NC Power is
a wholly-owned subsidiary of Dominion Resources, Inc. ("Dominion").
Dominion is
a
"holding company" as defined in the Public Utility Holding Company Act
of 1935
("1935 Act") and is subject to regulation as such by the Securities and
Exchange
Commission ("SEC").  DRS and CNG Service also are subsidiaries of
Dominion.  The
attorneys of record for NC Power are:
Edward L. Flippen
Stephen H. Watts, II
Kodwo Ghartey-Tagoe
McGuireWoods, LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 775-1000 (Phone)

Pamela Johnson
Sharon L. Burr
Jill Hayek
Dominion Resources Services, Inc.
P.O. Box 26666
Richmond, Virginia 23261-6666
(804) 771-3549 (Phone)
NC Power's address is:
Virginia Electric and Power Company
701 East Cary Street
Richmond, Virginia 23219
New Services Agreement
2.Under the 1935 Act, registered holding companies are prohibited from
performing services for or selling goods to their subsidiaries.  One of
the
benefits of a
holding company structure, however, is that the members can operate
more
efficiently by
sharing the cost of centralized services.  In order to allow registered
holding
companies to
take advantage of such efficiencies, the SEC has authorized registered
holding
companies
to establish a service company subsidiary to provide centralized
services to the
registered
holding company and its subsidiaries.  1935 Act, Section 13(b)
and Rule 88.
3.Consolidated Natural Gas Company ("CNG") established such a
subsidiary, CNG Service, to perform centralized services for CNG
subsidiaries at
their
election.  Additionally, in anticipation of becoming a registered
holding
company in
connection with its acquisition of CNG, Dominion established a service
company
subsidiary, DRS, to offer centralized services for Dominion and its
subsidiaries
("Dominion Companies").  When DRS became operational, it had no
experience with
operations of a centralized service company under the 1935 Act.
Additionally,
at such
time CNG Service had no experience with the provision of services to
the types
of
business operations, including major electric generation, transmission
and
distribution
businesses, owned by Dominion.  Under these circumstances it was not
realistic
for either
such service company to be the exclusive provider of centralized
services for
all of the
Dominion Companies.  Accordingly, the Commission and the SEC each
granted
authority for DRS and CNG Service to operate in tandem under the
Original
Services
Agreement, so that all of the Dominion Companies would be able to
obtain from
DRS
and CNG Service those services necessary to meet their needs.
4.On December 15, 1999, the SEC issued an Order Authorizing Acquisition
of Public Utility Companies and Related Transactions; Approving Service
Company
Arrangements; and Reserving Jurisdiction in which it, in part, approved
the
formation of
DRS and the participation of DRS, CNG Service and NC Power in the
Original
Services
Agreement and the participation by DRS and NC Power in the Original
Support
Agreement (Dominion Resources, Inc and Consolidated Natural Gas
Company, Release
No. 35-27113; 70-9477) (the "SEC Order").  The SEC Order provides, in
part, for
Dominion to submit a revised centralized services agreement to the SEC
for a
supplemental order on or before February 1, 2001.  Pursuant to the SEC
Order,
the
revised service agreement is to reflect the consolidation of most
services into
a single
service provider, together with any requested amendments and
modifications
designed to
reflect the efficiencies and administrative synergies of the combined
operations
of
Dominion and CNG.  In order to comply with the SEC Order, DRS and CNG
Service
propose to merge effective January 1, 2001, with DRS being the
surviving entity.
DRS
would then be the sole subsidiary service company for the Dominion
Companies.
5.In order to reflect the merger of DRS and CNG Service described
above,
NC Power proposes to terminate the Original Services Agreement, which
would be
replaced by the New Services Agreement.  In addition to changes
reflecting the
consolidation of DRS and CNG Service, certain of the allocation
provisions have
been
modified to better align the allocation bases with the cost drivers of
the
services.  A
detailed description and explanation of these modifications is
contained in
Exhibit 3.  A
blacklined version of the New Services Agreement compared to the
Original
Services
Agreement is contained in Exhibit 4.
New Support Agreement
6.The Original Support Agreement was established to enable DRS to
obtain
from NC Power certain services necessary for DRS to provide centralized
services
to the
Dominion Companies.  The SEC Order also provided that any revisions to
the
Original
Support Agreement were to be reflected in the Dominion filing to be
made with
the SEC
by February 1, 2001.  DRS has determined that, although it no longer
needs, or
will not
need as of January, 2001, all of the services contemplated by the
Original
Support
Agreement, it will continue to need certain services from NC Power
covered by
that
agreement.  DRS and NC Power have identified a number of services that
should be
removed from the agreement (Auditing, Legal, Employee/Benefits/Pension
Investment,
Executive and Administration, Environmental Compliance, Exploration and
Development, Risk Management, Tax and Treasury/Finance), as well as
certain
other
revisions that should be made to clarify the agreement's cost
allocation
methodologies.
In order to make these revisions, DRS and NC Power propose to terminate
the
Original
Support Agreement and replace it with the New Support Agreement between
DRS and
NC Power.  A blacklined version of the New Support Agreement compared
to the
Original Support Agreement is contained in Exhibit 5.
7.As proposed, immediately upon the merger of DRS and CNG Service, (a)
the Original Services Agreement would be terminated, and NC Power and
DRS would
replace it by executing the New Services Agreement in the form of
Exhibit 1; and
(b) the
Original Support Agreement would be terminated and NC Power and DRS
would
replace
it by executing the New Support Agreement in the form of Exhibit 2.
Therefore,
NC
Power and DRS request this Commission to approve the New Services
Agreement and
New Support Agreement under the Affiliates Act, such that NC Power and
DRS may
enter into the New Services Agreement and New Support Agreement without
the need
to
file for further approval from the Commission.
Transfer of NC Power Assets and Liabilities to DRS
8.Since the Original Services Agreement became effective, NC Power and
DRS have worked to reduce the number and types of services that DRS
needs from
NC
Power.  As a result of this effort, a number of services have been
transferred
(or will be
transferred as of January 1, 2001) from NC Power to DRS, such that DRS
is able
to
reduce the list of services covered by the Original Support Agreement,
as stated
above.
As this effort has progressed, DRS has become, or will become by
January 1,
2001,
staffed with employees to perform the transferred services.  It is
necessary
also for certain
NC Power assets associated with the transferred services to be
transferred to
DRS, as
well.
9.NC Power proposes to transfer three primary classes of assets to DRS:
(a)
general plant; (b) equipment covered under capital leases and (c)
certain
employee
benefit-related assets and liabilities.  General plant to be
transferred
includes office
furniture and fixtures, data processing equipment hardware,
communications
equipment
and miscellaneous equipment.  The data processing equipment includes
personal
computers owned by NC Power, as well as printers, fax machines and
other
peripheral-
type equipment.  The communications equipment includes telephone
system, voice
mail
system, microwave radio and fiber optic transceiver assets.  The
equipment
covered by
capital leases is primarily personal computers.  The general plant
assets are
currently
accounted for by using mass asset accounting.  As a result, the assets
to be
transferred
have been determined based on an allocation as described below.  The
asset
amounts to
be transferred to DRS were determined by first identifying those NC
Power
locations that
house DRS employees.  Calculations of the total gross amounts of
general plant
were
made for each location.  These costs were allocated to DRS based on
head counts.
A
proportionate share of the depreciation was allocated to the assets to
be
transferred.
Assets held under capital leases were assigned to DRS based on a head
count of
the total
number of DRS employees.  An estimated summary of these assets to be
transferred
is
contained in Exhibit 6.  A schedule showing the estimated journal
entries
accounting for
the transfer of these NC Power assets to DRS is contained in Exhibit 7.
Finally, certain
employee benefit-related accounts relating to benefits of employees and
executives of NC
Power that are now employees of DRS need to be transferred to DRS.
Beginning on
the
date of employee transfer, the accruals for such benefits have been
recorded at
DRS.
However, amounts previously accrued for these employees/executives are
still
reflected
on the books of NC Power.  As ultimate payment of such benefits will be
made
from
DRS, assets and liabilities associated with these employee benefits
which have
been
accumulated at NC Power should be transferred to DRS.  A schedule
showing the
estimated journal entries accounting for the transfer of these employee
benefit-
related
assets and liabilities is contained in Exhibit 8.  In the future, DRS
expects to
continue its
efforts to develop its own capacity to perform services covered by the
New
Support
Agreement.  As that occurs, and as DRS staffs accordingly, the need
will
continue to
arise for additional general plant assets, assets under capital leases
and
employee benefit-
related assets and liabilities to be transferred from NC Power to DRS.
NC Power
and
DRS respectfully request the Commission to exempt such future transfers
of
assets and
liabilities from the approval requirements of G. S. 62 153 so long as
such
transfers are
conducted in accordance with the procedures approved by the Commission
in this
proceeding, timely reports of such transfers are submitted to the
Commission,
and subject
to such other limitations as the Commission determines are appropriate.
10.In order for DRS to be able to perform the services that will no
longer be
performed by NC Power beginning January 1, 2001, DRS needs to acquire
the assets
and
liabilities proposed to be transferred from NC Power described above.
NC Power
and
DRS request the Commission to approve the transfer of assets and
liabilities, as
proposed.
WHEREFORE, NC Power respectfully requests the Commission to issue an
order; (a) approving the New Services Agreement and the New Support
Agreement,
(b)
terminating the Original Services Agreement and the Original Support
Agreement,
(c)
approving the proposed transfer of NC Power assets and liabilities to
DRS, all
effective
on the later of January 1, 2001 or the closing of the merger between
DRS and CNG
Service; and (d) exempting future similar transfers of assets and
liabilities
from NC
Power to DRS from the prior approval requirements of G. S. 62-153.


Respectfully submitted this 22nd day of September, 2000.

VIRGINIA ELECTRIC AND POWER
COMPANY, dba NORTH CAROLINA
POWER



By:  Stephen H. Watts, II
Counsel for North Carolina Power

Edward L. Flippen
Kodwo Ghartey-Tagoe
Stephen H. Watts, II
McGuireWoods, LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219

Pamela Johnson
Sharon L. Burr
Jill Hayek
Dominion Resources Services, Inc.
P.O. Box 26666
Richmond, Virginia 23261-6666

VERIFICATION

I am attorney representing VIRGINIA ELECTRIC AND POWER COMPANY,
dba North Carolina Power ("NC Power"), in connection with its Petition
for
Approval of
Contracts with Affiliate and Transfers of Assets and Liabilities to
Affiliate in
Docket No.
E-22, Sub 385; I am authorized on behalf of NC Power to submit this
Petition on
its
behalf; I am familiar with the contents of said petition; and the
statements of
fact
contained therein are true and correct to the best of my knowledge.

Stephen H. Watts, II

Subscribed and sworn to me this 22nd day of September, 2000.

Carol A. Rifenberrick
Notary Public

My Commission Expires:December 31, 2000

EX-1

Exhibit D-7.1

COMMONWEALTH OF VIRGINIA
BEFORE THE
STATE CORPORATION COMMISSION


Joint Petition of

VIRGINIA ELECTRIC AND
POWER
COMPANY,
			Principal
Petitioner


	CASE NO. PUA990068

and

DOMINION RESOURCES SERVICES,
INC., and CONSOLIDATED NATURAL
GAS SERVICE COMPANY, INC.,
			Affiliate Petitioners

For approval and termination of
agreements, transfer of assets and
liabilities under Chapter 4, Title 56, Code
of Virginia of 1950, as amended, and for
exemption of future similar transactions
from the requirements of Section 56-77A of the
Code of Virginia, as amended


PETITION FOR APPROVAL AND
TERMINATION OF AGREEMENTS, TRANSFER
OF ASSETS AND LIABILITIES UNDER
CHAPTER 4, TITLE 56, CODE OF VIRGINIA OF
1950, AS AMENDED, AND FOR EXEMPTION OF
FUTURE SIMILAR TRANSACTIONS FROM THE
REQUIREMENTS OF Section 56-77A OF THE CODE OF
VIRGINIA, AS AMENDED


	By Order of the Virginia State Corporation Commission (the
"Commission")
dated December 29, 1999 in the instant proceeding, the Commission
approved (1) that
certain agreement between Dominion Resources Services, Inc. ("DRS"),
Consolidated
Natural Gas Service Company, Inc. ("CNG Service") and Virginia Electric
and Power
Company ("Virginia Power") (the "Original Services Agreement") and (2)
that certain
agreement between Virginia Power and DRS ("Original Support
Agreement"), both filed
with and made part of such proceeding.  The Commission imposed, as a
condition to the
Order approving the Original Services Agreement and Original Support
Agreement, a
requirement that no changes be made to the terms and conditions of the
Original Services
Agreement or the Original Support Agreement without prior Commission
approval.
	The parties to the Original Services Agreement now wish to
replace that
agreement with a new service agreement that reflects the proposed
merger of DRS and
CNG Service and the adoption of certain modified allocation
methodologies which will
more accurately reflect the operations of the companies to whom
services are provided.
Accordingly, Virginia Power and DRS hereby request Commission approval
of the new
service agreement between DRS and Virginia Power, a true copy of which
is attached
hereto as Exhibit 1 (the "New Services Agreement") and Virginia Power,
DRS and CNG
Service request Commission authorization to terminate the Original
Services Agreement.
The parties to the Original Support Agreement wish to make certain
revisions to that
agreement in order to reduce the number of services covered by the
agreement and to
clarify certain aspects of the agreement's cost allocation
methodologies.  Accordingly,
Virginia Power and DRS hereby request Commission approval of a new
support
agreement, a true copy of which is attached hereto as Exhibit 2 ("New
Support
Agreement") and authorization to terminate the Original Support
Agreement.
	The reduction in Virginia Power services to DRS reflects
successful efforts to
transfer those services from Virginia Power to DRS and to staff DRS
with employees
associated with those services.  It is necessary also to transfer to
DRS certain Virginia
Power general plant assets and equipment under capital leases
associated with those
services and employees and certain employee benefit-related assets and
liabilities.
Accordingly, Virginia Power and DRS hereby request the Commission to
approve the
transfer of those assets and liabilities.  Finally, Virginia Power
requests under Virginia
Code Section 56-77B exemption of similar future transfers from the
requirements of subsection
A of that section.
A completed Transaction Summary in support of this Petition is
contained in
Exhibit 3 to this Petition.
	In support of this Petition, Virginia Power, DRS and CNG Service
respectfully
state as follows:
Petitioners

1.	Virginia Power is a Virginia public service corporation providing
electric
service to customers in its service territory in Virginia and North
Carolina.  Virginia
Power is a wholly-owned subsidiary of Dominion Resources, Inc.
("Dominion").
Dominion is a "holding company" as defined in the Public Utility
Holding Company Act
of 1935 ("1935 Act") and is subject to regulation as such by the
Securities and Exchange
Commission ("SEC").  DRS and CNG Service also are subsidiaries of
Dominion.  The
attorneys of record for Virginia Power, DRS and CNG Service are:
Edward L. Flippen
			Stephen H. Watts, II
			McGuireWoods, LLP
			One James Center
			901 East Cary Street
			Richmond, Virginia 23219
			(804) 775-1000 (Phone)

The attorneys of record for Virginia Power are:

		Pamela Johnson
			Sharon L. Burr
			Dominion Resources Services, Inc.
			P.O. Box 26666
			Richmond, Virginia 23261-6666
			(804) 771-3549 (Phone)

Virginia Power's address is:

			Virginia Electric and Power Company
			701 East Cary Street
			Richmond, Virginia 23219

New Services Agreement

2.	Under the 1935 Act, registered holding companies are prohibited
from
performing services for or selling goods to their subsidiaries.  One of
the benefits of a
holding company structure, however, is that the members can operate
more efficiently by
sharing the cost of centralized services.  In order to allow registered
holding companies to
take advantage of such efficiencies, the SEC has authorized registered
holding companies
to establish a service company subsidiary to provide centralized
services to the registered
holding company and its subsidiaries.  1935 Act, Section 13(b) and
Rule 88.
3.	Consolidated Natural Gas Company ("CNG") established such a
subsidiary, CNG Service, to perform centralized services for CNG
subsidiaries at their
election.  Additionally, in anticipation of becoming a registered
holding company in
connection with its acquisition of CNG, Dominion established a service
company
subsidiary, DRS, to offer centralized services for Dominion and its
subsidiaries
("Dominion Companies").  When DRS became operational, it had no
experience with
operations of a centralized service company under the 1935 Act.
Additionally, at such
time CNG Service had no experience with the provision of services to
the types of
business operations, including major electric generation, transmission
and distribution
businesses, owned by Dominion.  Under these circumstances it was not
realistic for either
such service company to be the exclusive provider of centralized
services for all of the
Dominion Companies.  Accordingly, the Commission and the SEC each
granted
authority for DRS and CNG Service to operate in tandem under the
Original Services
Agreement, so that all of the Dominion Companies would be able to
obtain from DRS
and CNG Service those services necessary to meet their needs.
4.	On December 15, 1999, the SEC issued an Order Authorizing
Acquisition
of Public Utility Companies and Related Transactions; Approving Service
Company
Arrangements; and Reserving Jurisdiction in which it, in part, approved
the formation of
DRS and the participation of DRS, CNG Service and Virginia Power in the
Original
Services Agreement and the participation by DRS and Virginia Power in
the Original
Support Agreement (Dominion Resources, Inc and Consolidated Natural Gas
Company,
Release No. 35-27113; 70-9477) (the "SEC Order").  The SEC Order
provides, in part,
for Dominion to submit a revised centralized services agreement to the
SEC for a
supplemental order on or before February 1, 2001.  Pursuant to the SEC
Order, the
revised service agreement is to reflect the consolidation of most
services into a single
service provider, together with any requested amendments and
modifications designed to
reflect the efficiencies and administrative synergies of the combined
operations of
Dominion and CNG.  In order to comply with the SEC Order, DRS and CNG
Service
propose to merge effective January 1, 2001, with DRS being the
surviving entity.  DRS
would then be the sole subsidiary service company for the Dominion
Companies.
5.	In order to reflect the merger of DRS and CNG Service described
above,
Virginia Power, DRS and CNG Service propose to terminate the Original
Services
Agreement, which would be replaced by the New Services Agreement.  In
addition to
changes reflecting the consolidation of DRS and CNG Service, certain of
the allocation
provisions have been modified to better align the allocation bases with
the cost drivers of
the services.  A detailed description and explanation of these
modifications is contained
in Exhibit 4.  A blacklined version of the New Services Agreement
compared to the
Original Services Agreement is contained in Exhibit 5.
New Support Agreement
6.	The Original Support Agreement was established to enable DRS to
obtain
from Virginia Power certain services necessary for DRS to provide
centralized services to
the Dominion Companies.  The SEC Order also provided that any revisions
to the
Original Support Agreement were to be reflected in the Dominion filing
to be made with
the SEC by February 1, 2001.  DRS has determined that, although it no
longer needs, or
will not need as of January, 2001, all of the services contemplated by
the Original
Support Agreement, it will continue to need certain services from
Virginia Power
covered by that agreement.  DRS and Virginia Power have identified a
number of
services that should be removed from the agreement (Auditing, Legal,
Employee/Benefits/Pension Investment, Executive and Administration,
Environmental
Compliance, Exploration and Development, Risk Management, Tax and
Treasury/Finance), as well as certain other revisions that should be
made to clarify the
agreement's cost allocation methodologies.  In order to make these
revisions, DRS and
Virginia Power propose to terminate the Original Support Agreement and
replace it with
the New Support Agreement between DRS and Virginia Power.  A blacklined
version of
the New Support Agreement compared to the Original Support Agreement is
contained in
Exhibit 6.
7.	As proposed, immediately upon the merger of DRS and CNG Service,
(a)
the Original Services Agreement would be terminated, and Virginia Power
and DRS
would replace it by executing the New Services Agreement in the form of
Exhibit 1; and
(b) the Original Support Agreement would be terminated and Virginia
Power and DRS
would replace it by executing the New Support Agreement in the form of
Exhibit 2.
Therefore, Virginia Power and DRS request this Commission to approve
the New
Services Agreement and New Support Agreement under the Affiliates Act,
such that
Virginia Power and DRS may enter into the New Services Agreement and
New Support
Agreement without the need to file for further approval from the
Commission.
Transfer of Virginia Power Assets and Liabilities to DRS
8.	Since the Original Services Agreement became effective, Virginia
Power
and DRS have worked to reduce the number and types of services that DRS
needs from
Virginia Power.  As a result of this effort, a number of services have
been transferred (or
will be transferred as of January 1, 2001) from Virginia Power to DRS,
such that DRS is
able to reduce the list of services covered by the Original Support
Agreement, as stated
above.  As this effort has progressed, DRS has become, or will become
by January 1,
2001, staffed with employees to perform the transferred services.  It
is necessary also for
certain Virginia Power assets associated with the transferred services
to be transferred to
DRS, as well.
9.	Virginia Power proposes to transfer three primary classes of
assets to
DRS:  (a) general plant; (b) equipment covered under capital leases and
(c) certain
employee benefit-related assets and liabilities.  General plant to be
transferred includes
office furniture and fixtures, data processing equipment hardware,
communications
equipment and miscellaneous equipment.  The data processing equipment
includes
personal computers owned by Virginia Power, as well as printers, fax
machines and other
peripheral-type equipment.  The communications equipment includes
telephone system,
voice mail system, microwave radio and fiber optic transceiver assets.
The equipment
covered by capital leases is primarily personal computers.  The general
plant assets are
currently accounted for by using mass asset accounting.  As a result,
the assets to be
transferred have been determined based on an allocation as described
below.  The asset
amounts to be transferred to DRS were determined by first identifying
those Virginia
Power locations that house DRS employees.  Calculations of the total
gross amounts of
general plant were made for each location.  These costs were allocated
to DRS based on
head counts.  A proportionate share of the depreciation was allocated
to the assets to be
transferred.  Assets held under capital leases were assigned to DRS
based on a head count
of the total number of DRS employees.  An estimated summary of these
assets to be
transferred is contained in Exhibit 7.  A schedule showing the
estimated journal entries
accounting for the transfer of these Virginia Power assets to DRS is
contained in Exhibit
8.  Finally, certain employee benefit-related accounts relating to
benefits of employees
and executives of Virginia Power that are now employees of DRS need to
be transferred
to DRS.  Beginning on the date of employee transfer, the accruals for
such benefits have
been recorded at DRS.  However, amounts previously accrued for these
employees/executives are still reflected on the books of Virginia
Power.  As ultimate
payment of such benefits will be made from DRS, assets and liabilities
associated with
these employee benefits which have been accumulated at Virginia Power
should be
transferred to DRS.  A schedule showing the estimated journal entries
accounting for the
transfer of these employee benefit-related assets and liabilities is
contained in Exhibit 9.
In the future, DRS expects to continue its efforts to develop its own
capacity to perform
services covered by the New Support Agreement.  As that occurs, and as
DRS staffs
accordingly, the need will continue to arise for additional general
plant assets, assets
under capital leases and employee benefit-related assets and
liabilities to be transferred
from Virginia Power to DRS.  Virginia Power and DRS respectfully
request the
Commission to exercise its authority under Section 56-77A to exempt such
future transfers of
assets and liabilities from the prior approval requirements of
Section 56-77B so long as such
transfers are conducted in accordance with the procedures approved by
the Commission
in this proceeding, timely reports of such transfers are submitted to
the Commission, and
subject to such other limitations as the Commission determines are
appropriate.
10.	In order for DRS to be able to perform the services that will no
longer be
performed by Virginia Power beginning January 1, 2001, DRS needs to
acquire the assets
and liabilities proposed to be transferred from Virginia Power
described above.  Virginia
Power and DRS request the Commission to approve the transfer of assets
and liabilities,
as proposed.
	WHEREFORE, Virginia Power respectfully requests the Commission to
issue an
order; (a) approving the New Services Agreement and the New Support
Agreement, (b)
terminating the Original Services Agreement and the Original Support
Agreement, (c)
approving the proposed transfer of Virginia Power assets and
liabilities to DRS, all
effective on the later of January 1, 2001 or the closing of the merger
between DRS and
CNG Service; and (d) exempting under Section 56-77B future similar
transfers of assets and
liabilities from Virginia Power to DRS from the prior approval
requirements of
subsection A of that section.


						Respectfully submitted,

						VIRGINIA ELECTRIC AND POWER
						COMPANY



						By:  G. Scott Hetzer
						     Senior Vice President and
Treasurer



						DOMINION RESOURCES SERVICES, INC.



						By:  James L. Trueheart
						     Group Vice President and Chief
						     Administrative Officer



						CONSOLIDATED NATURAL GAS
						SERVICE COMPANY, INC.


						By:  James L. Trueheart
						     Group Vice President

VERIFICATION

	I, G. Scott Hetzer, Senior Vice President and Treasurer of
VIRGINIA ELECTRIC
AND POWER COMPANY, do solemnly swear that the facts stated in the
foregoing
petition and Exhibits thereto are to the best of my knowledge and
belief true and correct
and that said statements of fact constitute a complete statement of
matters to which they
relate.
						G. Scott Hetzer

	Subscribed and sworn to me this 22 day of September, 2000.

						Brenda G. Long
						Notary Public

	My Commission Expires:  August 31, 2003



VERIFICATION

	I, James L. Trueheart,Group Vice President and Chief
Administrative Officer of
DOMINION RESOURCES SERVICES, INC., do solemnly swear that the facts
stated in
the foregoing petition and Exhibits thereto are to the best of my
knowledge and belief
true and correct and that said statements of fact constitute a complete
statement of matters
to which they relate.
						James L. Trueheart

	Subscribed and sworn to me this 22nd day of September, 2000.

						Brenda G. Long
						Notary Public

	My Commission Expires:  August 31, 2003



VERIFICATION

	I, James L. Trueheart, Group Vice President of CONSOLIDATED
NATURAL
GAS SERVICE COMPANY, INC., do solemnly swear that the facts stated in
the
foregoing petition and Exhibits thereto are to the best of my knowledge
and belief true
and correct and that said statements of fact constitute a complete
statement of matters to
which they relate.
						James L. Trueheart

	Subscribed and sworn to me this 22nd day of September, 2000.

						Brenda G. Long
						Notary Public

	My Commission Expires:  August 31, 2003

EX-3

Exhibit D-9.1




							September 25, 2000

James McNulty, Secretary
Pennsylvania Public Utility Commission
P.O. Box 3265
Harrisburg, PA  17105-3265

		Re:	Affiliated Interest Agreement between The
Peoples Natural
			Gas Company d/b/a Dominion Peoples and
Dominion Resource
			Services, Inc.; G-________

Dear Secretary McNulty:

	The Peoples Natural Gas Company d/b/a Dominion Peoples
(hereinafter "Dominion Peoples") hereby makes this filing
pursuant to 66 Pa. C. S. Section 2101-2107 concerning relations
with affiliated interests.  In particular, Dominion Peoples
is seeking approval of an agreement, a copy of which is
attached hereto as "Exhibit A", between Dominion Peoples
and Dominion Resources Services, Inc. (hereinafter DRS) in
anticipation of the merger of DRS and Consolidated Natural
Gas Services Company, Inc. (hereinafter CNG Services) into
one company.

	The agreement for which Dominion Peoples seeks
approval in this instance is a service agreement for a
variety of administrative, management, and other services
by DRS, which will supplant an agreement between The
Peoples Natural Gas Company and Dominion Resources
Services, Inc. and CNG Services.  The existing service
agreement was approved by this Commission by order dated
January 12, 2000 at Docket No. G-00990713.

	CNG Services was formed in 1966, and DRS was formed by
Dominion Resources, Inc. (hereinafter DRI) in anticipation
of the merger of DRI and CNG.  After closing of the merger
on January 28, 2000, which was approved by this Commission
by order dated June 25, 1999 at Docket No. A-122250F0010,
DRS and CNG Services entered into the aforementioned
existing service agreement.  To date, the DRI/CNG combined
system has been operating with two service companies, DRS
and CNG Services, both subsidiaries of DRI.  By order of
the Securities and Exchange Commission, all service
functions for the DRI/CNG combined system are to
centralized and provided by a single company no later than
March 31, 2001.

	DRI has completed an analysis and review of
efficiencies to be gained by the combination of the two
service companies and proposes revisions to the
aforementioned existing agreement.  Changes will be made to
the basis of allocation to reflect what services and groups
will be in the combined services company.  Certain wording
changes will also be made to the existing services
agreement in order to update references, eliminate
unnecessary detail, and clarify the mechanics of the
methods of cost allocation.  A comparison of the existing
agreement and the proposed agreement is attached hereto as
"Exhibit B".

 	Dominion Peoples seeks approval of the new services
agreement in anticipation of the merger of DRS and CNG
Services in the first quarter of 2001 after all other
necessary regulatory approvals have been obtained.  The new
service agreement will become effective as of the effective
date of the DRS/CNG Services Merger.

	Please date stamp and return to me the enclosed copy
of this transmittal letter in the envelope provided.  Thank
you.

						Very truly yours,




						Susan Garland George

Enclosure
SGG arw

EX-5

Exhibit K-3.1
DRS Services Agreement


This DRS Services Agreement (this "Agreement") is entered
into as of the 1st day of January, 2001, by and between
_____________________, a corporation (the "Company"), and
DOMINION RESOURCES SERVICES, INC., a Virginia corporation,
("DRS").  DRS is sometimes referred to herein as "Service
Company".

WHEREAS, each of the Company and DRS is a direct or
indirect wholly-owned subsidiary of Dominion Resources,
Inc. ("Dominion") a registered holding company subject to
regulation as such by the Securities and Exchange
Commission ("SEC") under the Public Utility Holding Company
Act of 1935 ("1935 Act");

WHEREAS, the Company is a natural gas utility engaged in
the sale of natural gas service at retail within its
service territories in ______________;

WHEREAS, DRS has been formed for the purpose of providing
administrative, management and other services to Dominion
and its subsidiaries ("Dominion Companies") as a subsidiary
service company under Rule 88 of the rules and regulations
of the SEC for implementation of the 1935 Act, 17 C. F. R.
Section 250.88;

WHEREAS, the Company believes that it is in the interest of
the Company to provide for an arrangement whereby the
Company may, from time to time and at the option of the
Company, agree to purchase such administrative, management
and other services from DRS;

WHEREAS, DRS is an affiliate of the Company and therefore
certain types of contracts between DRS and the Company are
subject to the requirements of 66 Pa. C.S.A. Section 2101,
et seq.;

NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, hereby
agree as follows:

SERVICES OFFERED.  Exhibit I hereto lists and describes all
of the services that are available from DRS.  DRS hereby
offers to supply those services to the Company.  Such
services are and will be provided to the Company only at
the request of the Company.

SERVICES SELECTED.
	Initial Selection of Services.  Exhibit II lists the
services the Company hereby agrees to receive from DRS.
	Annual Selection of Services.  DRS shall send an
annual service proposal form to the Company on or about
December 1 listing services proposed for the coming
calendar year.  By December 31, the Company shall notify
DRS of the services the Company has elected to receive from
DRS during the following calendar year.

PERSONNEL.  DRS will provide services by utilizing the
services of such executives, accountants, financial
advisers, technical advisers, attorneys, engineers,
geologists and other persons as have the necessary
qualifications.

If necessary, DRS, after consultation with the Company, may
also arrange for the services of nonaffiliated experts,
consultants and attorneys in connection with the
performance of any of the services supplied under this
Agreement.

COMPENSATION AND ALLOCATION.  As and to the extent required
by law, DRS will provide such services at cost.  Exhibit
III hereof contains rules for determining and allocating
costs for DRS.

TERMINATION AND MODIFICATION.
Modification of Services.  The Company may modify its
selection of services at any time during the calendar year
by giving DRS written notice of the additional services it
wishes to receive, and/or the services it no longer wishes
to receive, from DRS.  The requested modification in
services shall take effect on the first day of the first
calendar month beginning at least thirty (30) days after
the Company sent written notice to DRS.
Modification of Other Terms and Conditions.   No other
amendment, change or modification of this Agreement shall
be valid, unless made in writing and signed by all parties
hereto.
Termination of this Agreement.  The Company may terminate
this Agreement by providing sixty (60) days advance written
notice of such termination to DRS.  DRS may terminate this
Agreement by providing sixty (60) days advance written
notice of such termination to the Company.

This Agreement is subject to termination or modification at
any time to the extent its performance may conflict with
the provisions of the 1935 Act, or with any rule,
regulation or order of the SEC adopted before or after the
making of this Agreement.  This Agreement shall be subject
to the approval of any state commission or other state
regulatory body whose approval is, by the laws of said
state, a legal prerequisite to the execution and delivery
or the performance of this Agreement.

NOTICE.  Where written notice is required by this
Agreement, said notice shall be deemed given when mailed by
United States registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

a.	To the Company:






b.	To DRS:

Dominion Resources Services, Inc.
120 Tredegar Street
Richmond, VA  23219

GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of Virginia, without
regard to their conflict of laws provisions.

ENTIRE AGREEMENT.  This Agreement, together with its
exhibits, constitutes the entire understanding and
agreement of the parties with respect to its subject
matter, and effective upon the execution of this Agreement
by the respective parties hereof and thereto, any and all
prior agreements, understandings or representations with
respect to this subject matter are hereby terminated and
canceled in their entirety and are of no further force and
effect.

WAIVER.  No waiver by any party hereto of a breach of any
provision of this Agreement shall constitute a waiver of
any preceding or succeeding breach of the same or any other
provision hereof.

ASSIGNMENT.  This Agreement shall inure to the benefit of
and shall be binding upon the parties and their respective
successors and assigns.  No assignment of this Agreement or
any party's rights, interests or obligations hereunder may
be made without the other party's consent, which shall not
be unreasonably withheld, delayed or conditioned; provided,
however, that, subject to the requirements of applicable
state and federal regulatory law, either party may assign
its rights, interests or obligations under this Agreement
to an affiliate, as that term is defined in the 1935 Act,
without the consent of the other party.

SEVERABILITY.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability
of the remaining provisions shall in no way be affected or
impaired thereby.

EFFECTIVE DATE.  This Agreement is effective as of January
1, 2001.



IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed as of the date first above mentioned.

							Company



	By_________________________________



							DRS:


By_________________________________
	Thomas N. Chewning, Executive Vice
President and Chief Financial Officer




	EXHIBIT I



	DESCRIPTION OF SERVICES OFFERED BY DRS
	UNDER THIS DRS SERVICES AGREEMENT

Accounting.  Provide advice and assistance to Dominion
Companies in accounting matters, including the development
of accounting practices, procedures and controls, the
maintenance of the general ledger and related subsidiary
systems, the preparation and analysis of financial reports,
and the processing of certain accounts such as accounts
payable, accounts receivable, and payroll.
Auditing.  Periodically audit the accounting records and
other records maintained by Dominion Companies and
coordinate their examination, where applicable, with that
of independent public accountants.  The audit staff will
report on their examination and submit recommendations, as
appropriate, on improving methods of internal control and
accounting procedures.
Legal and Regulatory.  Provide advice and assistance with
respect to legal and regulatory issues as well as
regulatory compliance, including 1935 Act authorizations
and compliance and regulatory matters under other Federal
and State laws.
Information Technology, Electronic Transmission and
Computer Services.  Provide the organization and resources
for the operation of an information technology function
including the development, implementation and operation of
a centralized data processing facility and the management
of a telecommunications network.  This function includes
the central processing of computerized applications and
support of individual applications in Dominion Companies.
Develop, implement, and process those computerized
applications for Dominion Companies that can be
economically best accomplished on a centralized basis.
Software Pooling.  Accept from Dominion Companies ownership
of and rights to use, assign, license or sub-license all
software owned, acquired or developed by or for Dominion
Companies which Dominion Companies can and do transfer or
assign to it.  Preserve and protect the rights to all such
software to the extent reasonable and appropriate under the
circumstances; license Dominion Companies, on a non-
exclusive, no-charge or at-cost basis, to use all software
which DRS has the right to sell, license or sub-license;
and, at the relevant Dominion Companies' expense, permit
Dominion Companies to enhance any such software and license
others to use all such software and enhancements to the
extent that DRS shall have the legal right to so permit.
Employee Benefits/Pension Investment.  Provide central
accounting for employee benefit and pension plans of
Dominion Companies.  Advise and assist Dominion Companies
in the administration of such plans and prepare and
maintain records of employee and company accounts under the
said plans, together with such statistical data and reports
as are pertinent to the plans.
Human Resources.  Advise and assist Dominion Companies in
the formulation and administration of human resources
policies and programs relating to the relevant Dominion
Companies' labor relations, personnel administration,
training, wage and salary administration and safety.
Operations.  Advise and assist Dominion Companies in the
study, planning, engineering and construction of energy
plant facilities of each Dominion Company and of the
Dominion Companies as a whole, and advise, assist and
manage the planning, engineering (including maps and
records) and construction operations of Dominion Companies.
Develop long-range operational programs for all the
Dominion Companies and advise and assist each such Dominion
Company in the coordination of such programs with the
programs of the other Dominion Companies.
Executive and Administrative.  Advise and assist Dominion
Companies in the solution of major problems and in the
formulation and execution of the general plans and policies
of Dominion Companies.  Advise and assist Dominion
Companies as to operations, the issuance of securities, the
preparation of filings arising out of or required by the
various Federal and State securities, business, public
utilities and corporation laws, the selection of executive
and administrative personnel, the representation of
Dominion Companies before regulatory bodies, proposals for
capital expenditures, budgets, financing, acquisition and
disposition of properties, expansion of business, rate
structures, public relationships and other related matters.
Business and Operations Services.  Advise and assist
Dominion Companies in all matters relating to operational
capacity and the preparation and coordination of operating
studies.  Manage Dominion Companies' purchase, movement,
transfer and accounting of fuel and gas volumes.  Compile
and communicate information relevant to company operation.
Perform general business and operations support services,
including business, plant and facilities operation,
maintenance and management, travel, aviation, fleet and
mail services.
Exploration and Development.  Advise and assist Dominion
Companies in all geological and exploration matters
including the acquisition and surrender of acreage and the
development of underground storage facilities.
Risk Management.  Advise and assist Dominion Companies in
securing requisite insurance, in the purchase and
administration of all property, casualty and marine
insurance, in the settlement of insured claims and in
providing risk prevention advice.
Marketing.  Plan, formulate and implement marketing
programs, as well as provide associated marketing services
to assist Dominion Companies with improving customer
satisfaction, load retention and shaping, growth of energy
sales and deliveries, energy conservation and efficiency.
Assist Dominion Companies in carrying out policies and
programs for the development of plant locations and of
industrial, commercial and wholesale markets and assist
with community redevelopment and rehabilitation programs.
Medical.  Direct and administer all medical and health
activities of Dominion Companies.  Provide systems of
physical examination for employment and other purposes and
direct and administer programs for the prevention of
sickness.
Corporate Planning.  Advise and assist Dominion Companies
in the study and planning of operations, budgets, economic
forecasts, capital expenditures and special projects.
Supply Chain.  Advise and assist Dominion Companies in the
procurement of real and personal property, materials,
supplies and services, conduct purchase negotiations,
prepare procurement agreements and administer programs of
material control.
Rates.  Advise and assist Dominion Companies in the
analysis of their rate structure in the formulation of rate
policies, and in the negotiation of large contracts.
Advise and assist Dominion Companies in proceedings before
regulatory bodies involving the rates and operations of
Dominion Companies and of other competitors where such
rates and operations directly or indirectly affect Dominion
Companies.
Research.  Investigate and conduct research into problems
relating to production, utilization, testing, manufacture,
transmission, storage and distribution of energy.  Keep
abreast of and evaluate for Dominion Companies all research
developments and programs of significance affecting
Dominion Companies and the energy industry, conduct
research and development in promising areas and advise and
assist in the solution of technical problems arising out of
Dominion Companies' operations.
Tax.  Advise and assist Dominion Companies in the
preparation of Federal and other tax returns, and generally
advise Dominion Companies as to any problems involving
taxes including the provision of due diligence in
connection with acquisitions.
Corporate Secretary.  Provide all necessary functions
required of a publicly held corporation.  Coordinate
information and activities among shareholders, the transfer
agent, and Board of Directors.  Provide direct services to
security holders.  Prepare and file required annual and
interim reports to shareholders and the SEC.  Conduct the
annual meeting of shareholders and ensure proper
maintenance of corporate records.
Investor Relations.  Provide fair and accurate analysis of
Dominion and its operating subsidiaries and its outlook
within the financial community.  Enhance Dominion's
position in the energy industry. Balance and diversify
shareholder investment in Dominion through a wide range of
activities. Provide feedback to Dominion and its operating
subsidiaries regarding investor concerns, trading and
ownerships.  Hold periodic analysts meetings, and provide
various operating data as requested or required by
investors.
Environmental Compliance.  Provide consulting, cleanup, and
other activities as required by Dominion Companies to
ensure full compliance with applicable environmental
statutes and regulations.
Customer Services.  Provide services and systems dedicated
to customer service, including billing, remittance, credit,
collections, customer relations, call centers, energy
conservation support and metering.
Energy Marketing.  Provide services and systems dedicated
to energy marketing, including marketing and trading of
energy commodities and related services, and energy price
risk management and development of marketing and sales
programs in physical and financial markets.
Treasury/Finance.  Provide services related to managing all
administrative activities associated with financing,
including management of capital structure; cash, credit and
risk management activities; investment and commercial
banking relationships; oversight of decommissioning trust
funds and general financing activities.
External Affairs.  Provide services in support of corporate
strategies for managing relationships with federal, state
and local governments, agencies and legislative bodies.
Formulate and assist with public relations, advertising,
and external/internal communications programs and with the
administration of corporate contribution and community
affairs programs.


	EXHIBIT II

SERVICES THE COMPANY AGREES TO RECEIVE FROM  DRS


SERVICE								YES		NO

1.	Accounting							_____
2.	Auditing							_____
3.	Legal and Regulatory					_____
4.	Information Technology, Electronic Transmission
and Computer Services						_____
5.	Software Pooling						_____
6.	Employee Benefits/Pension Investment		_____
7.	Human Resources						_____
8.	Operations					_________________
9.	Executive and Administrative				_____
10.	Business and Operations Services			_____
11.	Exploration and Development				_____
12.	Risk Management						_____
13.	Marketing							_____
14.	Medical							_____
15.	Corporate Planning					_____
16.	Supply Chain						_____
17.	Rates								_____
18.	Research							_____
19.	Tax								_____
20.	Corporate Secretary					_____
21.	Investor Relations					_____
22.	Environmental Compliance				_____
23.	Customer Services						_____
24.	Energy Marketing						_____
25.	Treasury/Finance						_____
26.	External Affairs						_____



EXHIBIT III


METHODS OF ALLOCATION FOR DRS


DRS shall allocate costs among companies receiving service
from it under this and similar service contracts using the
following methods:

The costs of rendering service by DRS will include all
costs of doing business including interest on debt but
excluding a return for the use of equity capital for which
no charge will be made to Dominion Companies.

A.	DRS will maintain a separate record of the expenses of
each department.  The expenses of each department will
include:
those expenses that are directly attributable to such
department, and
an appropriate portion of those office and housekeeping
expenses that are not directly attributable to a department
but which are necessary to the operation of such
department.

	B.	Expenses of the department will include salaries
and wages of employees, rent and utilities, materials and
supplies, depreciation, and all other expenses attributable
to the department.  The expenses of a department will not
include:
those incremental out-of-pocket expenses that are incurred
for the direct benefit and convenience of an individual
Dominion Company or group of  Dominion Companies,
DRS overhead expenses that are attributable to maintaining
the corporate existence of DRS, and all other incidental
overhead expenses including those auditing fees, internal
auditing department expenses and accounting department
expenses attributable to DRS.

	C.	DRS will establish annual budgets for controlling
the expenses of each department and for determining
estimated costs to be included in interim monthly billing.

A.	Employees in each department will be divided into two
groups:
Group A will include those employees rendering service to
Dominion Companies, and
Group B will include those office and general service
employees, such as secretaries, file clerks and
administrative assistants, who generally assist employees
in Group A or render other housekeeping services and who
are not engaged directly in rendering service to each
Dominion Company or a group of Dominion Companies.

	B.	Expenses set forth in Section II. above will be
separated to show:
salaries and wages of Group A employees, and
all other expenses of the department.

	C.	There will be attributed to each dollar of a
Group A employee's salary or wage, that percentage of all
other expenses of such employee's department (as defined in
B above), that such employee's salary or wage is to the
total Group A salaries and wages of that department.

	D.	Group A employees in each department will
maintain a record of the time they are employed in
rendering service to each Dominion Company or group of
Dominion Companies.  An hourly rate will be determined by
dividing the total expense attributable to a Group A
employee as determined under subsection C above by the
productive hours reported by such employee.

The charge to the Dominion Company for a particular service
will be determined by multiplying the hours reported by
Group A employees in rendering such service to each
Dominion Company by the hourly rates applicable to such
employees.  When such employees render service to a group
of Dominion Companies, the charge to each Dominion Company
will be determined by multiplying the hours attributable to
the Dominion Company under the allocation formulas set
forth in Section IX of this Exhibit by the hourly rates
applicable to such employees.

To the extent appropriate and practical, the foregoing
computations of hourly rates and charges may be determined
for groups of employees within reasonable salary range
limits.

Those expenses of DRS that are not included in the annual
expense of a department under Section II. above will be
charged to Dominion Companies receiving service as follows:

A.	Incremental out-of-pocket costs incurred for the
direct benefit and convenience of a Dominion Company or
group of Dominion Companies will be charged directly to
such Dominion Company or group of Dominion Companies.  Such
costs incurred for a group of Dominion Companies will be
allocated on the basis of an appropriate formula.

B.	DRS overhead expenses referred to in Section II above
will be charged to the Dominion Company either on the
proportion of direct charges to that Dominion Company or
under the allocation formulas set forth in Section IX of
this Exhibit.

Notwithstanding the foregoing basis of determining cost
allocations for billing purposes, cost allocations for
certain services involving machine operations, production
or service units, or facilities cost will be determined on
an appropriate basis established by DRS.

Monthly bills will be issued for the services rendered to
the Dominion Company on an actual or estimated basis.
Estimates will normally be predicated on service department
budgets and estimated productive hours of employees for the
year.  At the end of each year, estimated figures will be
revised to reflect actual experience during such year and
adjustments will be made in amounts billed to give effect
to such revision.

When Group A employees render services to a group of
Dominion Companies, the following formulas shall be used to
allocate the time of such employees to the individual
Dominion Companies receiving such service:

A.	The Service Department or Function formulas to be used
when employees render services to all Dominion Companies
participating in such service, for the services indicated
are set forth below.

Service Department
or Function

Basis of Allocation
Accounting:


Payroll Processing

Number of employees on the
previous December 31st.
Accounts Payable
Processing

Number of accounts payable
documents processed during
the preceding year ended
December 31st.
Fixed Assets
Accounting

Dominion Company fixed assets
added, retired or transferred
during the preceding year
ended December 31st.
Accounts Receivable
Processing

Number of payments processed
during the preceding year
ended December 31st.



Information
Technology, Electronic
Transmission, and
Computer Services:


LDC/EDC  Computer
Applications

Number of customers at the
end of the preceding year
ended December 31st.
Other Computer
Applications

Number of users or usage of
specific computer systems at
the end of the preceding year
ended December 31st.
Network Computer
Applications

Number of network devices at
the end of the preceding year
ended December 31st.

Telecommunications
Applications



Number of telecommunications
units at the end of the
preceding year ended December
31st



Employee
Benefits/Pension
Investment:


Employee Benefits/
Pension Investments

The number of employee and
annuitant accounts as of the
preceding December 31st.



Human Resources:


Human Resources

The number of employees as of
the preceding December 31st.



Business and
Operations Services:


Energy Services

Energy sale and deliveries
for the preceding year ended
December 31st.
Facility Services

Square footage of office
space as of the preceding
year ended December 31st.
Fleet Administration

Number of vehicles as of the
preceding December 31st
Security

The number of employees as of
the preceding December 31st.
Gas Supply

Gas volumes purchased for
each Dominion Company for the
preceding year ended December
31st.



Risk Management:


Risk Management

Insurance premiums for the
preceding year ended December
31st.



Marketing:


Shared Projects

Annual marketing plan
expenses for the preceding
year ended December 31st.
Other Indirect Costs

Total marketing direct and
shared project costs billed
to each Dominion Company for
the preceding year ended
December 31st.



Medical:


Medical Services

Number of employees on the
previous December 31st.
Corporate Planning:





Corporate Planning


Total capitalization recorded
at preceding December 31st.

Supply Chain:



Purchasing

Dollar value of purchases for
the preceding year ended
December 31st.
Materials Management

Material inventory assets as
of the preceding year ended
December 31st.



Tax:


Tax Accounting and
Compliance

The sum of the total income
and total deductions as
reported for Federal Income
Tax purposes on the last
return filed.



Customer Services:


Customer Payment
(Remittance)
Processing

Number of customer payments
processed during the
preceding year ended December
31st.
Other Customer
Services

For metering, the number of
gas or electric meters for
the preceding year ended
December 31st; otherwise the
number of customers for the
preceding year ended December
31st.



Treasury/ Finance:


Treasury and Cash
Management

Total capitalization recorded
at preceding December 31st.



Rates

Total regulated company
operating expenses, excluding
purchased gas expense,
purchased power expense
(including fuel expense),
other purchased products and
royalties, for the preceding
year ended December 31st.



Research

Gross revenues from the sale
of natural gas (including
intercompany sales) and
electricity, recorded during
the preceding year ended
December 31st.




B.	Company Group Formulas to be used in the absence of a
service department or function formula or when service
rendered by employees is for a different group of Dominion
Companies than those companies regularly participating in
such service:

Company Group

Basis of Allocation



All Dominion
Companies
(includes all
Dominion
Companies except
DRS)

Total operating expenses,
excluding purchased gas
expense, purchased power
expense (including fuel
expense), other purchased
products and royalties, for
the preceding year ended
December 31st for the
affected Dominion Companies.




C.	If the use of a basis of allocation would result in an
inequity because of a change in operations or organization,
then DRS may adjust the basis to effect an equitable
distribution.




5

5


2


7

EX-6

Exhibit K-3.2

REVISED VIRGINIA POWER SUPPORT AGREEMENT


THIS AGREEMENT is entered into as of the 1st day of
January, 2001, by and between Virginia Electric and Power
Company, a Virginia public service corporation ("Virginia
Power") and Dominion Resources Services, Inc., a Virginia
corporation ("DRS").

WHEREAS, Virginia Power is an electric utility engaged
in the sale of electric service at retail within its
service territories in Virginia and at wholesale within
those territories and elsewhere in the United States;

WHEREAS, DRS is a wholly owned subsidiary of Dominion
Resources, Inc. ("Dominion"), a registered holding company
subject to regulation as such by the Securities and
Exchange Commission ("SEC") under the Public Utility
Holding Company Act of 1935 ("1935 Act");

WHEREAS, DRS was formed to provide centralized
services to Dominion and its subsidiaries ("Dominion
Companies") as a subsidiary service company under Rule 88
of the SEC's rules and regulations for implementation of
the 1935 Act, 17 C. F. R. Section 250.88;

WHEREAS, DRS is an "affiliated interest" of Virginia
Power within the meaning of the Utility Affiliates Act,
Chapter 4 of Title 56 of the Code of Virginia, and
therefore contracts and arrangements for the furnishing of
services by Virginia Power to DRS are subject to approval
of the SCC;

WHEREAS, by its Order Approving, in part, and Denying,
In Part, Petitioners' Requests, issued December 29, 1999 in
Case No. PUA990068, the Virginia State Corporation
Commission ("SCC") approved under the Affiliates Act,
subject to certain conditions, the Virginia Power Support
Agreement under which Virginia Power agreed to provide
certain services to DRS in an effort to promote
efficiencies and effectively utilize  resources and
expertise and to thereby facilitate the provision by DRS of
centralized services to the Dominion Companies ("Original
Support Agreement");

WHEREAS, DRS is an affiliate of Virginia Power and
therefore certain types of contracts between DRS and
Virginia Power are subject to the requirements of North
Carolina G. S. 62-153;

WHEREAS, by its Order on Affiliated Contracts issued
January 27, 2000 in Docket No. E-22, Sub 385, the North
Carolina Utilities Commission ("NCUC") approved the
Original Support Agreement under North Carolina G.S. 62-
153, subject to certain conditions;

WHEREAS, by its Order Authorizing Acquisition of
Public Utility Companies and Related Transactions,
Approving Service company Arrangements, and Reserving
Jurisdiction issued December 15, 1999, SEC Release No. 3-
27113; 70-9477, the SEC approved the formation of and
proposed operation of DRS, including its performance under
Original Service Agreement; and

WHEREAS, DRS and Virginia Power wish to replace the
Original Support Agreement with this revised agreement
which will reduce the number of services provided by
Virginia Power to DRS and make certain other changes
designed to simplify and clarify the methods for allocation
of costs by Virginia Power.

NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

1.	General Services to be Provided by Virginia Power.  Exhibit
A hereto lists and describes all of the services that may
be provided by Virginia Power to DRS for the benefit of DRS
and/or the existing or future subsidiaries or affiliates of
Dominion.  Such services are and will be provided to DRS
only on the mutual agreement of Virginia Power and DRS and
in accordance with the terms and conditions set forth
herein.

2.	Compensation and Allocation.  Virginia Power and DRS
recognize the importance of DRS paying the appropriate
compensation for the services provided hereunder, so that
there is no subsidization of either party by the other.  To
that end, Virginia Power will maintain accurate records of
its operations that will enable it to determine the costs
of the services that it provides to DRS, and those books
and records will be open to examination by any state or
federal commission having jurisdiction over arrangements
and services to be furnished, and the staffs of those
commissions.  DRS will compensate Virginia Power for the
services provided hereunder by payment of the costs
incurred to provide those services.  Exhibit B hereto
contains rules for determining and allocating costs for
services provided to DRS by Virginia Power.

3.	Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth
of Virginia, without regard to their conflicts of law
provisions.
4.	Entire Agreement.  This Agreement, together with its
exhibits, constitutes the entire understanding and
agreement of the parties with respect to its subject
matter, and effective upon the execution of this Agreement
by the respective parties hereof, any and all prior
agreements, understanding, or representations with respect
to this subject matter are hereby terminated and cancelled
in their entirety.
5.	Waiver.  No waiver by any party hereto of a breach of any
provision of this Agreement shall constitute a waiver of
any preceding or succeeding breach of the same or any other
provision hereof.
6.	Non - Exclusive Rights and Obligations.   Nothing herein
shall be construed to require DRS to obtain any of the
services enumerated herein from Virginia Power, nor to
require Virginia Power to provide any of such services to
DRS.
7.	Effective Date and Term.  This Agreement shall become
effective January 1, 2001 and it shall continue in effect
until terminated by either Virginia Power or DRS giving the
other sixty (60) days advance written notice of
termination.

This Agreement is subject to termination or modification at any time to the
extent its performance may conflict with the provisions of the 1935 Act, as
amended or with any rule, regulation or order of the SEC
adopted before or after the making of this Agreement.  This
Agreement shall be subject to the approval of any state
commission or other state regulatory body whose approval
is, by the laws of such state, a legal prerequisite to the
execution and delivery or the performance of this
Agreement.

8.	SCC Approval.  Pursuant to the SCC's Order Approving Merger
in Joint Petition of Dominion Resources, Inc. and
Consolidated Natural Gas Company, For approval of agreement
and plan of merger under Chapter 5 of Title 56 of the Code
of Virginia, Case No. PUA990020, issued on September 17,
1999, Virginia Power shall have no obligation under this
Agreement except to the extent the Commission has approved
such obligation.
9.	NCUC APPROVAL.  Pursuant to the NCUC's Order Approving
Merger In the Matter of Application by Dominion Resources,
Inc., for Authorization under G.S. 62-111 to Engage in a
Business Combination Transaction, Docket No. E-22, Sub 380,
issued on October 18, 1999, Virginia:

(i)	may not make or incur a charge under this
Agreement except in accordance with North
Carolina law and the rules, regulations and
orders of the NCUC promulgated thereunder;
and

(ii)	may not seek to reflect in rates any cost
incurred or revenue level earned under an
agreement subject to the 1935 Act to the
extent disallowed by the NCUC.

10.	Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality, and enforceability
of the remaining provisions shall in no way be affected or
impaired thereby.

IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of this 1st day of
January, 2001.


Attest:					Virginia Electric and Power Company


_________________________		By___________________________________



Attest:					Dominion Resources Services, Inc.


_________________________		By__________________________________
						Thomas N. Chewning, Executive Vice
						President and Chief Financial Officer




EXHIBIT A


DESCRIPTION OF APPROVED SERVICES TO BE OFFERED BY
VIRGINIA ELECTRIC AND POWER COMPANY TO DOMINION RESOURCES
SERVICES, INC. UNDER THE REVISED VIRGINIA POWER SUPPORT
AGREEMENT

1.	Accounting.  Provide advice and assistance in accounting
matters, including the development of accounting practices,
procedures and controls, the maintenance of the general
ledger and related systems, the preparation and analysis of
financial statement reports, and the processing of certain
customer transactions.

2.	Regulatory  Provide advice and assistance with respect to
regulatory issues as well as regulatory compliance under
Federal and State laws.

3.	Information Technology, Electronic Transmission and Computer
Services.  Assist with the operation of an information
technology function including the development,
implementation and operation of a centralized data
processing facility and the management of a
telecommunications network.  This function includes the
central processing of computerized applications and support
of individual applications.  Provide computer
resource/network availability, including enterprise
telecommunications infrastructure, mainframe and
distributed computing hardware, operating systems, business
systems and applications, internet, intranet and mail
environments, software licenses and maintenance agreements.

4.	Human Resources  Advise and assist in the formulation and
administration of employee relations policies and programs
relating to labor relations, personnel administration,
training, wage and salary administration and safety.

5.	Operations.  Advise and assist in the study, planning,
engineering and construction of energy plant facilities.
Assist in the development of long-range operational
programs.  Offer management, consulting and
advisory/technical services with respect to the physical
operation of energy plant facilities and the purchase, sale
and transfer of affiliated companies.

6.	Business and Operations Services.  Advise and assist in all
matters relating to operational capacity and the
preparation and coordination of operating studies.  Provide
assistance with management of the purchase, sale, movement,
transfer and accounting of fuel and gas volumes. Compile
and communicate information relevant to operations.
Perform general business and operations support services,
including travel services, fleet, mail, plant and
facilities operation, maintenance and management.

7.	Marketing.  Assist in the planning, formulation and
implementation of marketing programs, as well as provide
associated marketing services to assist with improving
customer satisfaction, load retention and shaping, growth
of energy sales and deliveries, energy conservation and
efficiency.  Assist in carrying out policies and programs
for the development of plant locations and of industrial,
commercial and wholesale markets and assist with community
redevelopment and rehabilitation programs.

8.	Budgeting and Planning.  Advise and assist in studying and
planning in connection with operations, budgets, economic
forecasts, rate structures, capital expenditures and
special projects.

9.	Purchasing.  Advise and assist in the purchase of materials,
supplies and services and the preparation and negotiation
of purchasing agreements.

10.	Rates.  Advise and assist in the analysis of rate
structures, the formulation of rate policies and the
negotiation of large contracts.  Provide consulting in
connection with proceedings before regulatory bodies
involving rates and operations.

11.	Research.  Investigate and conduct research into problems
relating to production utilization, testing, manufacture,
transmission, storage and distribution of energy.  Evaluate
and conduct research and development in promising areas and
advise and assist in the solution of technical problems
arising out of operations.

12.	Customer Service.  Provision of services and systems
dedicated to customer service, including billing,
remittance, credit, collections, customer relations, call
centers, energy conservation support and metering.

13.	Energy Marketing.  Provide services and systems dedicated to
energy marketing, including marketing and trading of gas
and electric power, energy price risk management, and
development of marketing and sales programs in physical and
financial markets.

14.	Office Space and Equipment.  Leasing of land, buildings,
furnishings and equipment, including computer hardware and
software and transportation equipment.

15.	External Affairs.  Provide services in support of corporate
strategies for managing relationships with federal, state
and local governments, agencies and legislative bodies.
Formulate and assist with public relations and
communications programs and administration of corporate
contribution and community affairs programs.


EXHIBIT B

METHODS OF ALLOCATION FOR VIRGINIA POWER


Virginia Power shall allocate costs independently to DRS
using the following methods:

I.	The costs of rendering service by Virginia Power will
include all costs of doing business including interest
on debt and a return for the use of equity capital.

II.	A.	Virginia Power will maintain a separate record of the expenses
of each department.  The expenses of each department will include:

	1.	those expenses that are directly
attributable to such department, and

	2.	an appropriate portion of those office
and housekeeping expenses that are not
directly attributable to a department
but which are necessary to the
operation of such department.

B.	Expenses of the department will include salaries
and wages of employees, materials and supplies, and
all other expenses attributable to the department.
The expenses of a department will not include:

	1.	those incremental out-of-pocket
expenses that are incurred for the
direct benefit and convenience of an
individual company or group of
companies,

	2.	Virginia Power overhead expenses that
are attributable to maintaining the
corporate existence of Virginia Power,
and all other incidental overhead
expenses including rent and utilities,
depreciation, and those auditing fees,
internal auditing department expenses
and accounting department expenses
attributable to Virginia Power.

C.	Virginia Power will establish annual budgets for
controlling the expenses of each department and for
determining estimated costs to be included in interim
monthly billing.

III	A.	There will be attributed to the salary or wage of an
employee who directly provides services to DRS, a percentage of all
other expenses of such employee's
department.

B.	Employees who directly provide service to DRS will maintain a
record of the time they are employed in rendering such service
to DRS.  An hourly rate will be
determined by dividing the total salary or wage
expense attributable to the employee by the productive
hours reported by such employee.

IV	The charge to DRS for a particular service will be
determined by multiplying the hours reported by
employees in rendering such service to DRS by the
hourly rates applicable to such employees.

V	To the extent appropriate and practical, the foregoing
computations of hourly rates and charges may be
determined for groups of employees within reasonable
salary range limits.

VI	Those expenses of Virginia Power that are not included
in the annual expense of a department under Section
II. above will be charged to DRS as follows:

A.	Incremental out-of-pocket costs incurred for the
direct benefit and convenience of DRS will be
charged directly to DRS.

B.	Virginia Power overhead expenses referred to in
Section II. above will be charged to DRS in the
proportion that the charges made to DRS for
costs, other than those set forth in this Section
VI, are to the total of all department costs as
defined in Section II.

VII	Notwithstanding the foregoing basis of determining
cost allocations for billing purposes, cost
allocations for certain services involving machine
operations, production or service units, or facilities
cost will be determined on an appropriate basis
established by Virginia Power.

VIII	Monthly bills will be issued for the services rendered
to DRS on an actual or estimated basis. At the end of
each year, estimated figures will be revised to
reflect actual experience during such year and
adjustments will be made in amounts billed to give
effect to such revision.

IX	If the use of a basis of allocation would result in an
inequity because of a change in operations or
organization, then Virginia Power may adjust the basis
to effect an equitable distribution.