8-K/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report: November 1, 2001

(Date of earliest event reported)

Dominion Resources, Inc.

(Exact name of registrant as specified in its charter)

Virginia	1-8489	54-1229715
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

120 Tredegar Street

Richmond, Virginia 23219-3932

(804) 819-2000

(Address including zip code, and telephone number, including area code, of registrant's principal executive offices)

(Former name or former address, if changed since last report.)

Item 7. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Louis Dreyfus Natural Gas Corp. (Louis Dreyfus) consolidated balance sheets as of December 31, 2000 and 1999 and related consolidated statements of operations, stockholders' equity and cash flows for the three years in the period ended December 31, 2000, together with the report of the auditors, are incorporated by reference from Item 7 of the Form 8-K filed on October 11, 2001 by Consolidated Natural Gas Company (CNG).

Louis Dreyfus' unaudited consolidated balance sheet as of September 30, 2001 and related unaudited consolidated statements of income for the three and nine month period ended September 30, 2001 and cash flows for the nine month period ended September 30, 2001 are filed as Exhibit 99.1.

(b) Pro Forma Financial Information.

The Unaudited Pro Forma Combined Condensed Consolidated Financial Statements of Dominion Resources, Inc. (Dominion) and Louis Dreyfus (the "Pro Forma Financial Statements") illustrate the pro forma effect of Dominion's acquisition of Louis Dreyfus (the "Merger") accounted for as a purchase business combination. The Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet has been prepared as if such transactions occurred on September 30, 2001; the Unaudited Pro Forma Combined Condensed Consolidated Statements of Income from Continuing Operations for the year ended December 31, 2000 and nine month period ended September 30, 2001 have been prepared as if such transactions occurred as of January 1, 2000. The Pro Forma Financial Statements are filed as Exhibit 99.2.

The Pro Forma Financial Statements reflect Dominion having acquired 100% of the outstanding common shares of Louis Dreyfus in exchange for 14.3 million shares of Dominion common stock, valued at $881 million, and cash of $888 million. Upon acquisition, Louis Dreyfus was merged into a newly formed, wholly owned subsidiary of Dominion. Immediately after the merger, Dominion contributed the surviving subsidiary to CNG, where it will continue its operations. CNG is a wholly owned subsidiary of Dominion.

The acquisition has been financed through the issuance of long-term debt and trust preferred securities by CNG. In addition, Louis Dreyfus and Dominion have agreed with trustees of the two outstanding series of Louis Dreyfus public notes that CNG will guarantee this debt.

A final determination of required purchase accounting adjustments has not been completed; accordingly, the purchase accounting adjustments made in connection with the development of the Pro Forma Financial Statements are preliminary and have been made solely for purposes of developing the pro forma combined financial information.

The significant adjustments to the pro forma financials reflect: (i) the issuance of trust issued preferred securities and debt to finance the transaction; (ii) the estimated fair value of the acquired proved and unproved reserves as part of the purchase price allocation; (iii) the estimated impact of the change from the successful efforts method to the full cost method of accounting for oil and gas operations; and (iv) the common stock issued by Dominion to consummate the Merger. Management believes that the pro forma adjustments and the underlying assumptions reasonably present the significant pro forma effects of the Merger.

The actual financial position and results of operations of the combined entity will differ, perhaps significantly, from the pro forma amounts reflected. The Pro Forma Financial Statements are not necessarily indicative of actual operating results or financial position had the transactions occurred as of the dates indicated above, nor do they purport to indicate operating results or financial position which may be attained in the future. The pro forma adjustments do not reflect any potential operating efficiencies or cost savings which may be achievable with respect to the combined companies.

(c) Exhibits

23.1	Consent of Ernst & Young LLP
99.1	Unaudited consolidated balance sheet of Louis Dreyfus as of September 30, 2001 and related unaudited consolidated statements of income for the three and nine month period ended September 30, 2001 and cash flows for the nine month period ended September 30, 2001.
99.2	Dominion and Louis Dreyfus unaudited pro forma combined consolidated financial statements and related footnotes.

SIGNATURE

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

DOMINION RESOURCES, INC.

Registrant

              /s/ Steven A. Rogers              

Steven A. Rogers

Vice President and Controller

Date: January 11, 2002

EX-23

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statements (Forms S-3 No. 333-55904, 333-36082, 333-93187, 333-35501 and Forms S-8 No. 333-38396, 333-38398, 333-95795, 333-95567, 333-87529, 333-69305, 333-49725, 333-18391, 333-02733) of Dominion Resources, Inc. and the related Prospectuses of our report dated February 5, 2001, with respect to the consolidated financial statements of Louis Dreyfus Natural Gas Corp. as of December 31, 2000 and 1999 and each of the three years in the period ended December 31, 2000, included in the October 11, 2001, Form 8-K of Dominion Resources, Inc.'s wholly owned subsidiary, Consolidated Natural Gas Company, filed with the Securities and Exchange Commission.

Ernst & Young LLP

Oklahoma City, Oklahoma

January 10, 2002

EX-99.1 CHARTER

EXHIBIT 99.1

LOUIS DREYFUS NATURAL GAS CORP.
Consolidated Balance Sheets
(dollars in thousands)

ASSETS

	September 30,         2001	December 31,        2000
	(unaudited)
CURRENT ASSETS
Cash and cash equivalents	$ 5,262	$ 2,799
Receivables:
Oil and gas sales	56,813	109,488
Joint interest and other, net	11,971	9,098
Income taxes	-	9,276
Fixed-price contracts and other derivatives	73,685	1,004
Prepaids and other	4,876	4,623
Total current assets	152,607	136,288
PROPERTY AND EQUIPMENT, at cost, based on successful efforts    accounting	2,194,887	1,951,520
Less accumulated depreciation, depletion and amortization	(664,718)	(591,305)
	1,530,169	1,360,215
OTHER ASSETS
Fixed-price contracts and other derivatives	64,306	752
Other, net	4,306	4,710
	68,612	5,462
	$1,751,388	$1,501,965

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$    71,785	$     46,065
Revenues payable	19,761	19,794
Accrued liabilities	21,646	14,984
Fixed-price contracts and other derivatives	8,327	126,255
Total current liabilities	121,519	207,098
LONG-TERM DEBT	514,145	606,909
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES
Deferred revenue	9,450	11,277
Fixed-price contracts and other derivatives	46,134	103,447
Deferred income taxes	187,641	19,222
Other	20,341	21,193
	263,566	155,139
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01; 10 million shares authorized; no shares   outstanding	- -	- -
Common stock, par value $.01; 100 million shares authorized; issued and    outstanding, 44,168,797 and 43,689,774 shares, respectively	442	437
Paid-in capital	510,623	504,989
Retained earnings	289,494	126,409
Accumulated other comprehensive income (loss)	62,804	(99,005)
Treasury stock, at cost, 359,315 and 589 common shares, respectively	(11,205)	(11)
	852,158	532,819
	$1,751,388	$1,501,965

See accompanying condensed notes to unaudited consolidated financial statements.

Page 2

LOUIS DREYFUS NATURAL GAS CORP.
Consolidated Statements of Income (unaudited)
(in thousands, except per share data)

	Three Months Ended September 30,		Nine Months Ended September 30,
	2001	2000	2001	2000
REVENUES
Oil and gas sales	$141,629	$127,330	$506,709	$313,814
Change in derivative fair value	(861)	6,645	2,177	(13,463)
Other income	845	486	2,123	2,568
	141,613	134,461	511,009	302,919
EXPENSES
Operating costs	21,664	23,601	78,240	60,212
General and administrative	6,358	5,720	19,962	17,421
Exploration costs	2,148	12,115	20,754	19,386
Depreciation, depletion and amortization	32,095	34,058	97,189	94,143
Impairment	3,957	-	6,563	4,569
Interest	7,691	11,018	24,469	30,326
	73,913	86,512	247,177	226,057
Income before income taxes	67,700	47,949	263,832	76,862
Income tax provision	25,829	18,524	100,747	29,510
NET INCOME	$ 41,871	$ 29,425	$163,085	$ 47,352
Net income per share:
Basic	$        .96	$       .68	$      3.72	$     1.15
Diluted	$        .94	$       .66	$      3.65	$     1.12
Weighted average number of common shares:
Basic	43,824	43,065	43,884	41,323
Diluted	44,436	44,331	44,623	42,327

See accompanying condensed notes to unaudited consolidated financial statements.

Page 3

LOUIS DREYFUS NATURAL GAS CORP.
Consolidated Statements of Cash Flows (unaudited)
(in thousands)

	Nine Months Ended September 30,
	2001	2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$163,085	$ 47,352
Items not affecting cash flows:
Depreciation, depletion and amortization	97,189	94,143
Impairment	6,563	4,569
Deferred income taxes	69,245	27,039
Exploration costs	20,754	19,386
Change in derivative fair value	(2,177)	13,463
Other	935	(262)
Net change in operating assets and liabilities:
Accounts receivable	58,884	(57,977)
Prepaids and other	(253)	(1,679)
Accounts payable	25,720	7,341
Accrued liabilities	6,888	8,691
Income taxes payable	2,008	(31)
Revenues payable	(33)	6,121
	448,808	168,156
CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and development expenditures	(284,993)	(195,718)
Acquisition of proved oil and gas properties	(6,752)	(158,419)
Additions to other property and equipment	(2,961)	(4,291)
Proceeds from sale of property and equipment	1,352	10,986
Payment of option premiums	(39,489)	-
Change in other assets	(77)	344
	(332,920)	(347,098)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank borrowings	314,100	479,350
Repayments of bank borrowings	(406,900)	(367,350)
Repayments of subordinated notes	_	(6,549)
Proceeds from issuance of common stock	-	70,934
Proceeds from stock option exercises and other	4,710	9,652
Sale (purchase) of treasury shares	(12,099)	49
Change in deferred revenue	(1,827)	(1,661)
Change in gains from price-risk management activities	(10,099)	(9,544)
Change in other long-term liabilities	(1,310)	(2,960)
	(113,425)	171,921
Change in cash and cash equivalents	2,463	(7,021)
Cash and cash equivalents, beginning of period	2,799	9,660
Cash and cash equivalents, end of period	$     5,262	$   2,639

See accompanying condensed notes to unaudited consolidated financial statements

Page 4

LOUIS DREYFUS NATURAL GAS CORP.
Condensed Notes to Consolidated Financial Statements (unaudited)
September 30, 2001

Note 1 -- Accounting Principles and Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q as prescribed by the Securities and Exchange Commission. All material adjustments, consisting of normal and recurring adjustments and impairment charges, which, in the opinion of management, were necessary for a fair presentation of the results for the interim periods have been reflected. The results of operations for the three-month and nine-month periods ended September 30, 2001 are not necessarily indicative of the results to be expected for the full year. Reference is made to our Annual Report on Form 10-K for the year ended December 31, 2000 for an expanded discussion of our financial disclosures and accounting policies.

In the third quarter of 2001, an impairment charge of $4.0 million was recorded for one onshore natural gas field in the Gulf Coast region. The impairment resulted from the combination of a downward revision in proved reserves and a decrease in oil and natural gas prices. We are unaware of any other fields which may be impaired because of performance or other reasons. However, future impairments may be recognized as a result of numerous factors, all of which are beyond our ability to control or predict.

Note 2 -- Hedging

We reduce our exposure to unfavorable changes in oil and natural gas prices by utilizing fixed-price physical delivery contracts, energy swaps, collars, options and basis swaps. We also enter into interest rate swap contracts to reduce our exposure to adverse interest rate fluctuations. These derivative instruments are accounted for pursuant to Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133). All of our fixed-price contracts and interest rate swaps are designated as cash flow hedges. Change in derivative fair value in the statements of income for the three-month and the nine-month periods ended September 30, 2001 and 2000 is comprised of the following:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2001	2000	2001	2000
		(in thousands)
CHANGE IN DERIVATIVE FAIR VALUE
Change in fair value of derivatives not qualifying for
hedge accounting	$  2,971	$  9,359	$  5,840	$  (6,876)
Amortization of derivative fair value gains and losses
recognized in earnings prior to actual cash settlements	(2,983)	(2,051)	(8,327)	(6,397)
Ineffective portion of derivatives qualifying for hedge
accounting	(849)	(663)	4,664	(190)
	$  (861)	$  6,645	$  2,177	$(13,463)

Despite certain fixed-price contracts failing the effectiveness guidelines of SFAS 133 from time to time, fixed-price contracts continue to be highly effective in achieving the risk management objectives for which they were intended.

The change in carrying value of fixed-price contracts and interest rate swaps in the balance sheet since December 31, 2000 resulted from a decrease in market prices for natural gas and a decrease in interest rates. The majority of this change in fair value was reflected in accumulated other comprehensive income, net of deferred tax effects. Derivative assets and liabilities reflected as current in the September 30, 2001 balance sheet represent the estimated fair value of fixed-price contract settlements scheduled to occur over the subsequent twelve-month period based on market prices for oil and gas as of the balance sheet date. The offsetting change in value of the associated hedged production has not been reflected in the accompanying balance sheet. The contract settlement amounts are not receivable or payable until the monthly period that the related underlying hedged transaction occurs.

Page 5

LOUIS DREYFUS NATURAL GAS CORP.
Condensed Notes to Consolidated Financial Statements (unaudited)
September 30, 2001

The estimated fair values of fixed-price contracts as of September 30, 2001 and December 31, 2000 are provided below. The associated carrying values of these contracts are equal to the estimated fair values for each period presented.

	September 30, 2001	December 31, 2000
	(in thousands)
Derivative assets:
Fixed-price natural gas swaps	$   17,312	$   -
Fixed-price natural gas collars	105,483	-
Fixed-price natural gas delivery contracts	10,822	-
Natural gas basis swaps	4,374	-
Interest rate swaps	-	1,756
Derivative liabilities:
Fixed-price natural gas swaps	(9,265)	(55,923)
Fixed-price natural gas collars	-	(26,054)
Fixed-price natural gas delivery contracts	(41,982)	(146,234)
Natural gas basis swaps	(351)	(1,491)
Interest rate swaps	(2,863)	-
	$   83,530	$(227,946)

The fair value of fixed-price contracts as of September 30, 2001 and December 31, 2000 was estimated based on market prices of natural gas and crude oil for the periods covered by the contracts. The net differential between the prices in each contract and market prices for future periods, as adjusted for estimated basis, has been applied to the volumes stipulated in each contract to arrive at an estimated future value. This estimated future value was discounted on a contract-by-contract basis at rates commensurate with our estimation of contract performance risk and counterparty credit risk. The fair value of options and other derivative instruments which contain options (such as collar structures) has been estimated based on remaining term, volatility and other factors. The terms and conditions of our fixed-price physical delivery contracts and certain financial swaps are uniquely tailored to our circumstances. In addition, certain fixed-price contracts hedge gas production f or periods beyond five years into the future. The market for natural gas beyond the five-year horizon is illiquid and published market quotations are not available. We have relied upon near-term market quotations, longer-term over-the-counter market quotations and other market information to determine fair value estimates. The fair value of the interest rate swaps was based on market interest rates as of each respective date.

Note 3 -- Litigation

Louis Dreyfus Natural Gas Corp. is one of numerous defendants in several lawsuits originally filed in 1995, subsequently consolidated with related litigation, and now pending in the Texas 93rd Judicial District Court in Hildago County, Texas. The lawsuit alleges that the plaintiffs, a group of local landowners and businesses, have suffered damages including, but not limited to, property damage and lost profits of approximately $60 million as the result of an underground hydrocarbon plume within the city of McAllen, Texas. The lawsuit alleges that gas wells and related pipeline facilities operated by us, and other facilities operated by other defendants, caused the plume. In August 1999, the plaintiff's experts produced reports that suggested we might be considered a significant contributor to the plume. Our investigation into this matter has not found any leaks or discharges from our facilities. In addition, our investigation has revealed the plume to be unrelated to our gas wells and facilities. Trial is not anticipated to commence during 2001. We will vigorously defend our interests in this case. We do not presently expect the ultimate outcome of the case to have a material adverse impact on our financial position or results of operations; however, results of litigation are inherently unpredictable.

Page 6

LOUIS DREYFUS NATURAL GAS CORP.
Condensed Notes to Consolidated Financial Statements (unaudited)
September 30, 2001

We were a defendant in various other legal proceedings as of September 30, 2001, which are routine and incidental to our business. We will vigorously defend our interests in these proceedings. While the ultimate results of all these proceedings cannot be predicted with certainty, we do not believe that the outcome of these matters will have a material adverse effect on our financial position or results of operations.

Note 4 -- Comprehensive Income (Loss)

Components of comprehensive income (loss) for the three-month and the nine-month periods ended September 30, 2001 and 2000, are as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2001	2000	2001	2000
		(in thousands)
Net income	$  41,871	$   29,425	$163,085	$   47,352
Other comprehensive income (loss), net of tax:
Reclassification adjustments - contract     settlements	(23,066)	12,877	(6,589)	23,718
Change in fixed-price contract and other     derivative fair value	50,987	(56,135)	168,398	(121,298)
Comprehensive income (loss)	$  69,792	$(13,833)	$324,894	$(50,228)

Note 5 -- Stock Repurchase Program

On April 25, 2001, our Board of Directors authorized up to $40 million for the purchase of our common stock in the open market from time to time. As of September 30, 2001, we had repurchased 335,200 common shares for a total of $10.4 million under this program.

Note 6 -- Merger

On October 30, 2001, the shareholders of Louis Dreyfus Natural Gas Corp. approved the merger of the company with and into a wholly owned subsidiary of Dominion Resources, Inc. The merger consideration was $20.00 and .3226 shares of Dominion Resources common stock for each common share of Louis Dreyfus. The merger closed October 31, 2001, the last day of trading for the Louis Dreyfus common stock.

EX-99.2 BYLAWS

EXHIBIT 99.2

DOMINION RESOURCES, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED
STATEMENTS OF INCOME FROM CONTINUING OPERATIONS

	Year Ended December 31,2000
	Dominion (As Reported)	Louis Dreyfus (As Reported) (A)	Pro Forma Adjustments		Pro Forma Combined
	(Millions, except per share data)
Operating Revenue	$9,260	$474			$9,734
Operating Expenses:
Electric fuel and energy purchases, net	1,106				1,106
Purchased electric capacity	741				741
Purchased gas, net	1,453				1,453
Liquids, pipeline capacity, and other purchases	299				299
Restructuring and other acquisition-related costs	460				460
Other operations and maintenance	2,011	117	$(36)	(G)	2,092
Depreciation, depletion and amortization	1,176	129	26	(E)	1,331
Other taxes	485	31			516
Total operating expenses	7,731	277	(10)		7,998
Income from operations	1,529	197	10		1,736
Other income	93	3			96
Interest and related charges	1,024	41	53	(B)	1,118
Income before income taxes	598	159	(43)		714
Income taxes	183	61	(16)	(D3)	228
Income from continuing operations	$   415	$  98	$(27)		$ 486
Average shares of common stock - basic	235.2	41.8			249.5
Earning per share - basic:
Income from continuing operations	$1.76	$2.35			$1.95
Average shares of common stock - diluted	235.9	42.8			250.3
Earning per share - diluted:
Income from continuing operations	$1.76	$2.29			$1.94

See Notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Data

PAGE 2

DOMINION RESOURCES, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED
STATEMENTS OF INCOME FROM CONTINUING OPERATIONS

	Nine Months Ended September 30, 2001
	Dominion (As Reported)	Louis Dreyfus (As Reported) (A)	Pro Forma Adjustments		Pro Forma Combined
	(Millions, except per share data)
Operating Revenue	$8,051	$509				$8,560
Operating Expenses:
Electric fuel and energy purchases, net	1,063					1,063
Purchased electric capacity	516					516
Purchased gas, net	1,474					1,474
Liquids, pipeline capacity, and other purchases	164					164
Other operations and maintenance	1,835	103	$(27)	(G)		1,911
Depreciation, depletion and amortization	906	97	20	(E)		1,023
Other taxes	299	23				322
Total operating expenses	6,257	223	(7)			6,473
Income from operations	1,794	286	7			2,087
Other income	71	2				73
Interest and related charges	760	24	40	(B)		824
Income before income taxes	1,105	264	(33)			1,336
Income taxes	444	101	(13)	(D3)		532
Income from continuing operations	$  661	$163	$(20)			$  804
Average shares of common stock - basic	248.3	43.9				262.6
Earning per share - basic:
Income from continuing operations	$2.67	$3.72				$3.06
Average shares of common stock - diluted	250.3	44.6				264.8
Earning per share - diluted:
Income from continuing operations	$2.65	$3.65				$3.04

See Notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Data

PAGE 3

DOMINION RESOURCES, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET

	At September 30, 2001
	Dominion (As Reported)	Louis Dreyfus (A)	Pro Forma Adjustments		Pro Forma Combined
	(Millions)
ASSETS
Current Assets:
Cash and cash equivalents	$    367	$      5			$    372
Accounts receivable, net	2,023	69			2,092
Inventories	547				547
Investment securities-trading	283				283
Commodity contract assets	1,670	74			1,744
Prepayments	154				154
Other	321	5			326
Total current assets	5,365	153			5,518
Investments	3,409				3,409
Property, Plant and Equipment:
Property, plant and equipment	30,402	2,195	$   192	(D1)	32,789
Accumulated depreciation, depletion, and amortization	(14,434)	(665)	665	(D1)	(14,434)
Total property, plant and equipment	15,968	1,530	857		18,355
Deferred Charges and Other Assets:
Goodwill, net	3,672		468	(D2)	4,140
Prepaid pension costs	1,448				1,448
Other	1,408	68			1,476
Total deferred charges and other assets	6,528	68	468		7,064
Total assets	$31,270	$1,751	$1,325		$34,346

See Notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Data

PAGE 4

DOMINION RESOURCES, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET

	At September 30, 2001
	Dominion (As Reported)	Louis Dreyfus (A)	Pro Forma Adjustments			Pro Forma Combined
	(Millions)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Securities due within one year	$    531				$    531
Short-term debt	1,299				1,299
Accounts payable, trade	1,581	$    92	$    22	(F)	1,695
Commodity contract liabilities	1,356	8			1,364
Other	1,439	21	33	(F)	1,493
Total current liabilities	6,206	121	55		6,382
Long-term Debt:
Long-term debt	11,251	514	712	(B)	12,477
Notes payable-affiliates	513				513
Total long-term debt	11,764	514	712		12,990
Deferred Credits and Other Liabilities:
Deferred taxes	3,164	188	316	(D3)	3,668
Other	1,131	76			1,207
Total deferred credits and other liabilities	4,295	264	316		4,875
Total liabilities	22,265	899	1,083		24,247
Obligated manditorily redeemable preferred
securities of subsidiary trusts	935		200	(B)	1,135
Subsidiary preferred stock not subject to mandatory redemption	509				509
Common Shareholders' Equity:
Common stock	6,137		894	(C, I )	7,031
Other paid-in capital	23	511	(511)	(H)	23
Accumulated other comprehensive income	188	63	(63)	(H)	188
Retaining earnings	1,213	289	(289)	(H)	1,213
Treasury stock		(11)	11	(H)
Total common shareholders' equity	7,561	852	42		8,455
Total liabilities and shareholders' equity	$31,270	$1,751	$1,325		$34,346

See Notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Data

PAGE 5

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED
FINANCIAL DATA

The Unaudited Pro Forma Combined Condensed Consolidated Financial Data are based on the following assumptions:

A. Certain revenues, expenses, assets and liabilities of Louis Dreyfus have been reclassified to conform to Dominion's presentation.

B. The issuance of $950 million of long-term debt and $200 million of trust preferred securities by CNG, a wholly-owned subsidiary of Dominion, at an average coupon rate of 6.14% to fund the cash consideration distributed in exchange for the outstanding shares of Louis Dreyfus at the closing of the merger. In addition, Dominion retired $185 million of Louis Dreyfus bank debt with proceeds from these financings and assuming any excess proceeds from the issuance of long term debt will be used to retire existing long term debt. Additionally, certain debt of Louis Dreyfus, which was not retired, is adjusted to reflect fair market value.

C. The issuance of 14.3 million shares of Dominion common stock at the closing of the merger based on the exchange ratio of 0.3226 share of Dominion common stock for each share of Louis Dreyfus common stock, amounting to $881 million, and the conversion of Louis Dreyfus common stock options into Dominion common stock options with an estimated fair value of $13 million.

D. Purchase adjustments which have been made to the assets and liabilities of Louis Dreyfus to reflect the effect of the merger being accounted for as a purchase business combination are as follows (in millions):

Total oil and gas exploration and production properties (1)	$857
Goodwill (2)	468
Deferred taxes (3)	316

1. Oil and gas exploration and production properties are adjusted to reflect the Louis Dreyfus exploration and production properties at estimated fair value. The fair value of proved reserves are estimated to be $1.5 billion and unproved properties are estimated to be $812 million.

2. Goodwill is recognized, representing the portion of the purchase price in excess of the estimated fair value of identified assets and liabilities. No amortization of goodwill is included in the Unaudited Pro Forma Combined Condensed Consolidated Financial Data, as provided in Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, for business combinations completed after June 30, 2001. The final allocation of the purchase price will be based on the fair value of identified assets and liabilities. Accordingly, goodwill will be adjusted as a result of the final determination of such fair values and thus may differ significantly from the amount reported in the Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet.

3. Deferred taxes are adjusted to record the additional deferred taxes, resulting primarily from the recognition of the estimated fair value of the Louis Dreyfus exploration and production properties. The estimated provision for income taxes related to the pro forma adjustments are based on an assumed combined federal and state income tax rate of 38%.

E. Pro forma adjustments reflect the additional depletion related to the adjustment of the Louis Dreyfus exploration and production properties to estimated fair value under the full cost method of accounting. See Note G.

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F. Direct costs of the merger include approximately $22 million for fees of financial advisors, legal counsel, and independent auditors. In addition, estimated payments of $33 million are expected to be made under certain employment contracts, seismic licensing agreements and other liabilities. The Unaudited Pro Forma Combined Condensed Consolidated Financial Data do not reflect the nonrecurring costs and expenses associated with integrating the operations of the two companies, nor any of the anticipated recurring expense savings arising from the integration.

G. Dominion uses the full cost method to account for its oil and gas operations. Louis Dreyfus utilized the successful efforts method of accounting for its oil and gas operations. The pro forma data reflect an estimate of the change from the successful efforts method to the full cost method for the Louis Dreyfus oil and gas operations. This change resulted in a $6 million and $4 million increase in after-tax earnings in the Unaudited Pro Forma Combined Condensed Consolidated Statements of Income from Continuing Operations for the year ended December 31, 2000 and the nine months ended September 30, 2001, respectively.

H. The application of the purchase method of accounting eliminates the preexisting balances of Louis Dreyfus' other paid-in capital, accumulated other comprehensive income, retained earnings, and treasury stock.

I. The Louis Dreyfus Stock Option Plan ("Stock Option Plan") provides for awards of stock options to certain employees and non-employee directors. The Unaudited Pro Forma Combined Condensed Consolidated Financial Data reflect the exchange of those Louis Dreyfus common stock options outstanding at the time of the merger for options to purchase .7 million shares of Dominion common stock.