FORM 5
              U.S. SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, d.C. 20549
        ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
                                 
1. Name and Address of Reporting Person 4. Statement for Month/Year
     Martin, Elizabeth A.                    December 1995
     Riverfront Plaza-West                   
     901 E. Byrd Street, 17th Floor     5. If Amendment, Date of Original
     Richmond, Virginia 23219          (Month/Year)
                                   
2. Issuer and Ticker or Trading Symbol  6. Relationship of Reporting Person
     Dominion Resources, Inc. (D)          to Issuer
                                        Vice President
3. IRS or Social Security Number of               
   Reporting Person (Voluntary)
     ###-##-####

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security   Common Stock
2. Transaction Date    (01)
3. Transaction Code    J (01)
4. Securities Acquired (A) or Disposed of (D)
  Amount                                     72
  (A) or (D)                                 A
  Price                                      (01)
5. Amount of Securities Beneficially
    Owned at End of Issuer's Fiscal Year     256
6. Ownership Form: Direct (D) or Indirect (I)   I
7. Nature of Indirect Beneficial Ownership      Trustee of Employee Savings
                                                Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Derivative Security              __________________
2. Conversion or Exercise Price of 
    Derivative Security                      __________________
3. Transaction Date                          __________________
4. Transaction Code                          __________________
5. Number of Derivative Securities Acquired (A)
    or Disposed of (D)                       __________________
6. Date Exercisable                          __________________
   Expiration Date                           __________________
7. Title and Amont of Underlying Securities
   Title                                     __________________
   Amount or Number of Shares                __________________
8. Price of Derivative Security              __________________
9. Number of Derivative Securities 
    Beneficially Owned at End of Year        __________________
10. Ownership of Derivative Security:
    Direct (D) or Indirect (I)               __________________
11. Nature of Indirect Beneficial Ownership  __________________

Explanation of Responses:

(01) Shares acquired by the Dominion Resources, Inc. Employee Savings Plan (a
     Rule 16b-3 Plan) between January 1 and December 31, 1995, at prices ranging
     from $35.56 to $41.25 per share in transactions exempt under old rule
     16b-3.

Martin, Elizabeth A.
2/14/96