8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) December 29, 2004

Dominion Resources, Inc.
(Exact Name of Registrant as Specified in Its Charter)

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

120 Tredegar Street
Richmond, Virginia
(Address of Principal Executive Offices)
23219
(Zip Code)

Registrant's Telephone Number, Including Area Code (804) 819-2000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1-Registrant's Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement.

Effective December 31, 2004, Dominion Resources, Inc. (Dominion) has adopted an amendment to the Dominion Security Option Plan to comply with new deferred compensation requirements of Section 885 of the American Jobs Creation Act of 2004 (the Act) and Section 409A of the Internal Revenue Code of 1986, as amended (the Code). The amendment removes the provision of the Plan that relates to funding upon a Change of Control.

Section 5-Corporate Governance and Management

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

In accordance with Item 5.02(b), Dominion reports that on December 29 it received a letter of resignation, effective January 1, 2005, from Robert H. Spilman, age 77, a Director of Dominion.

Section 9-Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

Exhibit
10	Amendment, effective December 31, 2004, to the Dominion Resources, Inc. Security Option Plan, effective January 1, 2003 and restated effective January 1, 2005.
17	Correspondence on director departure.

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 hereunto duly authorized.

DOMINION RESOURCES, INC.
Registrant

           /s/ Patricia A. Wilkerson           
Patricia A. Wilkerson
Vice President and Corporate Secretary

Date: December 30, 2004

EX-10

Exhibit 10

AMENDMENT TO THE
DOMINION RESOURCES, INC. SECURITY OPTION PLAN

AMENDMENT, effective December 31, 2004, to the Dominion Resources, Inc. Security Option Plan (the "Plan").

Dominion Resources, Inc. maintains the Plan, effective January 1, 2003 and restated effective January 1, 2005. The Organization, Compensation and Nominating Committee (the "Committee") of the Board of Directors of Dominion Resources, Inc. has the power (pursuant to Article 12.1 of the Plan) to amend the Plan and has authorized amendments deemed appropriate to comply with new Internal Revenue Code Section 409A.

NOW, THEREFORE, the Plan is amended as follows:

1. Effective December 31, 2004, Section 9.2 of the Plan is deleted from the Plan in its entirety.

2. In all respects not amended, the Plan is hereby ratified and confirmed.

* * * * *

To record the adoption of this Amendment as set forth above, the Board has caused this document to be signed this 30th day of December, 2004.

DOMINION RESOURCES, INC.

By:          /s/ Thos. E. Capps           
Thos. E. Capps
Chairman of the Board and
Chief Executive Officer

EX-17

Exhibit 17

December 28, 2004

Mr. Thomas E. Capps

Chairman and Chief Executive Officer
Dominion Resources
P. O. Box 26532
Richmond, VA 23261

Dear Tom:

It is with great regret that I resign from Dominion Resources Board of Directors, effective January 1, 2005.

It goes without saying how much I admire the tremendous job that you, your associates and the Board of Directors have done under a very competitive business environment.

Thank everyone for the many courtesies extended to me over my tenure as a director.

My very best,

/s/ Bob
Robert H. Spilman