File No.  70-09477

      As filed with the Securities and Exchange Commission on June 29, 2000

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                        FORM U-1 APPLICATION-DECLARATION

     -----------------------------------------------------------------------

                         POST-EFFECTIVE AMENDMENT NO. 6
                                       TO

                             APPLICATION-DECLARATION

                                      UNDER

                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
     ----------------------------------------------------------------------

     Dominion Resources, Inc.                  Consolidated Natural Gas Company
     120 Tredegar Street                       120 Tredegar Street
     Richmond, VA 23219                        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.               Tia S. Barancik, Esq.
Managing Counsel                        LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Consolidated Natural Gas                125 West 55th Street
  Service Company, Inc.                 New York, NY 10019-5389
CNG Tower, 625 Liberty Street
Pittsburgh, PA 15222





                             APPLICATION-DECLARATION

                                      UNDER

                      SECTIONS 8, 9(a), 10, 11(b) and 12(d)

                                       OF

                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                 FOR APPROVAL OF

                    DISPOSITION OF PUBLIC UTILITY SUBSIDIARY

Item 1.  Description of Proposed Transactions.

     This  post-effective  amendment  to  the   Application-Declaration  of  the
Applicants in File No.  70-09477 is submitted in connection with the merger (the
"Merger")  of Dominion  Resources,  Inc.  ("DRI") and  Consolidated  Natural Gas
Company  ("CNG"),  which was approved by the Securities and Exchange  Commission
(the  "Commission")  on December 15, 1999, HCAR No.  35-27113,  and completed on
January 28,  2000,  and  supplements  and  completes  the record with respect to
certain matters set forth therein.

     On May 8, 2000, DRI, CNG and Virginia  Natural Gas, a wholly owned indirect
subsidiary of DRI and a wholly owned direct  subsidiary of CNG ("VNG"),  entered
into a Stock  Purchase  Agreement  (the  "Stock  Purchase  Agreement")  with AGL
Resources,  Inc.  ("AGL")  pursuant to which DRI and CNG agreed to sell, and AGL
agreed to purchase,  all of the outstanding shares of capital stock of VNG for a
purchase price of $550,000,000,  subject to adjustment as set forth in the Stock
Purchase Agreement.  A copy of the Stock Purchase Agreement is annexed hereto as
Exhibit  B-2.  DRI and CNG  understand  that  AGL  will  separately  be  seeking
authority from the Commission under the 1935 Act for its acquisition of VNG.

     This  post-effective  amendment  acknowledges that DRI and CNG are required
and  authorized  to dispose of VNG  pursuant to Sections  11(b) and 12(d) of the
Public Utility  Holding Company Act of 1935 (the "1935 Act") and, in particular,
seeks confirmation that the divestiture of VNG by DRI and CNG as contemplated by
the Stock Purchase  Agreement is being ordered  pursuant to Section  11(b)(1) of
the 1935 Act to effectuate  the  provisions of Section 11(b) of the 1935 Act and
that such divestiture and the application of the proceeds of such divestiture to
reduce  outstanding  indebtedness  of  CNG  are  necessary  and  appropriate  to
integrate the holding company system of which DRI and CNG are members.

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                                            $10
                                                                 =======
Total                                                              $10

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 8, 9(a), 10, 11(b) and 12(d)      Acquisition and Disposition of Public
                                           Utility Subsidiary

     As noted above, on December 15, 1999, the Commission  issued an order, HCAR
No.  35-27113  (Dec. 15, 1999),  approving the  application of DRI under Section
9(a)(2) of the Public Utility  Holding  Company Act of 1935 (the "1935 Act") for
the acquisition of CNG and its subsidiaries,  including VNG. Under Section 10(f)
of the 1935 Act, the SEC is prohibited from approving any acquisition subject to
Section 9(a)(2),  including DRI's  acquisition of CNG, "... unless it appears to
the  satisfaction of the Commission that such State laws as may apply in respect
of such acquisition  have been complied with,  except where the Commission finds
that compliance with such State laws would be detrimental to the carrying out of
the provisions of section 11."

     DRI,  in  order  to  demonstrate  to the  Commission  that  DRI's  proposed
acquisition of CNG was in compliance  with  applicable  State law,  provided the
Commission  with,  among other things, a copy of the order of the Virginia State
Corporation  Commission (the "Virginia Commission") approving the acquisition of
CNG.  The  Virginia  Commission's  order  was,  however,  subject to a number of
conditions  which were agreed to by DRI,  including the condition that within 12
months  following the completion of the acquisition of CNG, DRI would dispose of
VNG. The Commission's  order of December 15, 1999 approving DRI's acquisition of
CNG acknowledged that each of the relevant States with jurisdiction over the CNG
acquisition,   including  Virginia,   had  approved  the  acquisition  and  also
acknowledged the fact that the Virginia  Commission had mandated the divestiture
of VNG. The Commission's  order under the 1935 Act did not, however,  recite the
terms of the VNG  disposition,  pending  completion of the record as none of the
particulars relating to such disposition were then available.

     When DRI and CNG first  announced  their  intention to merge,  it was DRI's
intention  and plan to acquire  CNG and all of CNG's  assets  and  subsidiaries,
including  VNG. DRI believed that the  acquisition of VNG as part of the overall
acquisition of CNG was both sensible,  as a business matter, and feasible,  as a
legal matter. DRI's agreement with the Virginia Commission to dispose of VNG was
entered into  reluctantly  and only after it became  apparent  that the Virginia
Commission would never act to approve DRI's acquisition of CNG unless DRI agreed
to dispose of VNG.

     The  Virginia  Commission's  requirement  that  DRI  dispose  of  VNG  as a
condition to the Virginia  Commission's  approval of the acquisition of CNG was,
in part, based on the Virginia  Commission's Staff's  interpretation of Virginia
law. In some cases,  Virginia law prohibits a public  service  corporation  from
conducting  more  than  one  kind  of  public  service  business  in the  state.
Specifically,  ss.  13.1-620(D)  of the Code of  Virginia  provides  that  "[n]o
corporation  shall be organized under this chapter for the purpose of conducting
in this  Commonwealth  more than one kind of public service business except that
the telephone and telegraph  businesses or the water and sewer businesses may be
combined, but this provision shall not limit the powers of domestic corporations
existing on January 1, 1996".  DRI had argued to the  Virginia  Commission  that
this provision of Virginia law would not be implicated by the acquisition of CNG
for several reasons as follows:  First,  neither DRI nor CNG is a public service
corporation, so their "combination",  directly or indirectly would not implicate
the statute.  Second,  the public service  businesses of the two Virginia public
service companies in question,  Virginia  Electric and Power Company  ("Virginia
Power") and VNG, are not being  combined,  in that DRI and CNG are not proposing
that these  companies  be merged.  Third,  if the statute  could be construed to
cover an  indirect  combination  of public  service  businesses  through  common
control over Virginia  Power and VNG, both Virginia  Power and VNG were domestic
corporations  existing  on  January 1, 1986 and are,  therefore,  grand-fathered
under the statute. Ultimately,  however, DRI was unable to persuade the Virginia
Commission  to permit  DRI to acquire  and  retain VNG and DRI and the  Virginia
Commission  Staff entered into a settlement  that called for the  disposition of
VNG,  which  settlement  was  approved  by, and made a part of the order of, the
Virginia Commission.

     As noted above,  the Commission  may not approve an  acquisition  for which
approval is required  under Section 9(a) of the 1935 Act "...  unless it appears
to the  satisfaction  of the  Commission  that such  State  laws as may apply in
respect of such acquisition have been complied with, except where the Commission
finds that  compliance with such State laws would be detrimental to the carrying
out of the provisions of section 11." Also, as noted above,  it was clear to DRI
that the Virginia Commission would never act to approve DRI's acquisition of CNG
unless DRI agreed to dispose of VNG.  Thus,  DRI could not have made the showing
required  by  Section  10(f),  viz.,  that  all  State  laws in  respect  of the
acquisition  had been  complied  with,  unless DRI agreed to divest of VNG.  DRI
notes that, as a theoretical  matter, the Commission could have acted to approve
DRI's  acquisition  of  CNG  even  without  Virginia   Commission  approval  or,
alternatively, could have ordered DRI to retain VNG notwithstanding the Virginia
Commission's  order of  divestiture  in reliance on the final  clause of Section
10(f) which permits the Commission to disregard State laws applicable to a given
acquisition  "where the Commission  finds that  compliance  with such State laws
would be  detrimental  to the carrying out of the  provisions of section 11." In
point of fact,  however,  the Commission,  with notice and full knowledge of the
Virginia  Commission's  order  mandating  the  VNG  divestiture,  chose  not  to
challenge that order of divestiture and explicitly noted such requirement in its
order approving the CNG acquisition under the 1935 Act. Such explicit acceptance
of such  requirement of divestiture  effectively  incorporated  such requirement
into the order of the Commission under the 1935 Act.  Moreover,  for the reasons
set forth below, DRI and CNG  respectfully  submit that the Commission could not
have approved DRI's acquisition of CNG in the absence of a showing of compliance
with Virginia law; viz. in the absence of a disposition  of VNG, as neither such
compliance nor such  disposition is and would be detrimental to the carrying out
of the provisions of Section 11.

     DRI believes that the Commission's  order approving the Merger requires DRI
to dispose of VNG. However, as a registered holding company, DRI is now required
to complete the record to document the terms and  conditions  upon which DRI may
proceed with the  disposition of VNG pursuant to the Stock  Purchase  Agreement.
Under the  present  circumstances  and given  the facts of this  situation,  DRI
acknowledges  that the  Commission  has required DRI to divest VNG under Section
11(b)(1) of the 1935 Act.

The 1935 Act in General

     Section 1 of the 1935 Act is very clear that one of the principal evils the
1935 Act was designed to remedy was the fact that, in 1935,  multistate  holding
companies with  activities  "extending  over many States are not  susceptible of
effective control by any State and make difficult, if not impossible,  effective
State regulation of public utility  companies."  Thus, the 1935 Act requires the
simplification  of the corporate  structures of holding company systems in order
to enable States to regulate the production and distribution of energy. The 1935
Act is generally not concerned  with those types of holding  companies  that can
indeed be effectively  regulated on the state level and provides  exemptions for
them in Section  3(a)(1)  and  Section  3(a)(2).  The 1935 Act  creates  federal
jurisdiction  to regulate those holding  companies that could  otherwise  escape
State and local  regulation,  but  there is no  indication  in the 1935 Act that
federal law should be used to override effective State policy.  Indeed,  Section
21 of the 1935 Act specifically  indicates that "nothing in [the 1935 Act] shall
affect . . .the jurisdiction of any other commission,  board, agency, or officer
of . . . any State . . . insofar as such jurisdiction does not conflict with any
provision of [the 1935 Act]."

     In  addition,  the Report of  National  Power  Policy  Committee  on Public
Utility Holding Companies stated that "[w]hile Federal  legislation does not try
to regulate  intrastate  consumers'  rates, it can help create  conditions under
which State  legislation can establish rate  structures  based upon an objective
and   administratively   workable   standard  of  prudent   investment   in  the
properties..."Report  of  National  Power  Policy  Committee  on Public  Utility
Holding Companies, Appendix to Report No. 621, Report to Accompany S. 2796, 74th
Congress, 1st Sess., May 14, 1935, at p. 57.

Section 8

     In the instant situation,  the question presented is whether DRI could have
acquired CNG, and thereby VNG, in the first instance.  As discussed  above,  the
answer is unclear under Virginia law and,  thus, it is equally  unclear that the
Commission  could have  approved  DRI's  acquisition  of CNG in the absence of a
promise  by DRI to  dispose  of VNG.  Section  8 of the 1935 Act  provides  that
"[w]henever a State law prohibits, or requires approval or authorization of, the
ownership or operation by a single  company of the utility assets of an electric
utility  company  and a gas  utility  company  serving  substantially  the  same
territory,  it  shall be  unlawful  for a  registered  holding  company,  or any
subsidiary company thereof . . .to acquire,  without the express approval of the
state commission, any direct or indirect interest in an electric utility company
or gas utility company serving  substantially  the same territory as that served
by such  companies in which it already has an  interest."  A careful  reading of
Section 8 indicates  that the primary  thrust of the Section is to preclude  the
use of a registered  holding  company,  such as DRI, to circumvent any state law
restrictions,  in this case,  those of Virginia,  on the common ownership of gas
and electric assets by the same company.

     Support  for  this  interpretation  of  Section  8 is  also  found  in  the
legislative   history  of  Section  8  which  advocates  a  policy  of  allowing
combination  utilities  when they are  permitted  by State law.  As noted in the
Senate Interstate  Commerce Committee "[Section 8] is concerned with competition
in the field of  distribution  of gas and  electric  energy -- a field  which is
essentially  a question of State policy,  but which becomes a proper  subject of
Federal  action  where the  extra-State  device of a holding  company is used to
circumvent  state policy." S. Rep. No. 2796,  74th Cong.,  1st Sess., pt 1 at 31
(1935)  (the  "Senate  Report").  Section 8  illustrates  the belief  that local
regulators  are in the best  position to assess the needs of their  communities.
The 1935 Act was never intended to supplant local  regulation but,  rather,  was
intended to create  conditions under which local  regulation was possible.  Note
that  Section  21 of the 1935  Act  further  codifies  this  legislative  intent
stating:  "Nothing in [the 1935 Act] shall affect . . .the  jurisdiction  of any
other  commission,  board,  agency,  or officer of . . .any State,  or political
subdivision of any State,  over any person,  security,  or contract,  insofar as
such  jurisdiction  does not conflict with any provision of [the 1935 Act] . . .
 ." Thus, the 1935 Act should not be used as a tool to override  legitimate State
policy,  particularly when the holding company involved is subject to both state
and federal regulation.

     Much more  recently,  the Division of  Investment  Management  noted in the
report issued by the Division in June 1995 ("The  Regulation  of Public  Utility
Holding Companies",  hereafter, the "1995 Report"), "it does not appear that the
[Commission]'s   precedent   concerning   additional   systems   precludes   the
[Commission] from relaxing its interpretation of Section  11(b)(1)(A)" and "that
the utility  industry  is evolving  toward the  creation  of  one-source  energy
companies that will provide their  customers with whatever type of energy supply
they  want,  whether  electricity  or gas." The  Division  recommended  that the
Commission  interpret  Section  11(b)(1)  of the 1935  Act to  allow  registered
holding  companies  to hold  both gas and  electric  operations  as long as each
affected State utility regulatory commission approves of the existence of such a
company.  (1995 Report,  at 15-6).  The  Commission  has adopted the  Division's
recommendation  with respect to common  ownership of electric and gas properties
by registered holding companies,  New Century Energies,  Inc., HCAR No. 35-26748
(Aug. 1, 1997), to wit., such common  ownership should not be barred by the 1935
Act when such common  ownership is consistent with State law and policy.  If the
foregoing is correct, then the converse must also be true: the 1935 Act must, as
originally  contemplated by Section 8, also bar common ownership of electric and
gas properties  when such common  ownership is not consistent with State law and
policy.  Thus,  in approving any  acquisition  subject to Section  9(a)(2),  the
Commission  must exercise its authority  under Section 11(b) of the Act to order
divestiture of a portion of those assets  acquired when the  acquisition of such
portion  would be  prohibited  by State  law  notwithstanding  that the  overall
acquisition may be approved by the State and the Commission.

Section 11(b) of the 1935 Act

     Section 11(b) of the 1935 Act requires each  registered  holding company to
take such actions as deemed  necessary by the Commission to limit its operations
to "a single integrated  public-utility  system, and to such other businesses as
are  reasonably  incidental,   economically  necessary  or  appropriate  to  the
operations of such integrated public-utility system." In 1935, the Senate stated
that the purpose of Section 11 of the 1935 Act "is simply to provide a mechanism
to create  conditions under which effective Federal and State regulation will be
possible."  Report No. 621,  Report to Accompany  S. 2796,  74th  Congress,  1st
Sess., May 14, 1935, at p. 9.

     In  the  1995  Report,  the  Division  stated  ". . .  the  Commission  has
recognized that section 11 does not impose "rigid concepts" but rather creates a
"flexible"  standard  designed "to accommodate  changes in the electric  utility
industry....Congress,  in 1935,  recognized  that  competition  in the  field of
distribution  of gas and  electric  energy is  essentially  a question  of state
policy." The 1935 Act was intended to ensure  compliance  with State law in this
regard. Thus, the Commission has the authority under Section 11(b) and, in fact,
is  required  under  Section  11(b),  to order  the  divestiture  of assets by a
registered  holding company when retention of such assets is  inconsistent  with
State law.

     In requiring  DRI to dispose of VNG, the  Virginia  Commission  anticipated
that such  divestiture  would not be harmful to the DRI system and, in fact that
Virginia  consumers  would,  in light of state  restructuring,  benefit from the
introduction of a new competitor into the Virginia energy market. In the instant
situation,   the  combined  DRI-CNG  system  is  sufficiently   large  that  the
disposition of VNG at the agreed  purchase price will not have an adverse impact
on the DRI-CNG system or its economical and efficient operation,  management and
growth.

     For all of the above reasons, DRI acknowledges,  and respectfully  requests
the  Commission  to  confirm,  that DRI and CNG are  required  to dispose of VNG
pursuant  to  Section  11(b)  of the  1935  Act  and,  in  particular,  that the
divestiture of VNG by DRI and CNG is being ordered  pursuant to Section 11(b)(1)
of the 1935 Act to  effectuate  the  provisions of Section 11(b) of the 1935 Act
and  that  such  divestiture  and  the  application  of  the  proceeds  of  such
divestiture  to  reduce  outstanding  indebtedness  of  CNG  are  necessary  and
appropriate  to integrate  the holding  company  system of which DRI and CNG are
members.  DRI and CNG further request the Commission to confirm that DRI and CNG
are  authorized  pursuant  to  Section  12(d)  of the  1935  Act to  effect  the
disposition of VNG as contemplated  by, and pursuant to the terms and conditions
of, the Stock Purchase Agreement and this  post-effective  Amendment No. 6.

Item 4.  Regulatory Approvals.

     In addition to the order of the Commission  approving DRI's  acquisition of
CNG,  DRI's and  CNG's  divestiture  of VNG has been  mandated  by the  Virginia
Commission  in  Order  Approving  Merger  dated  September  17,  1999,  in State
Corporation  Commission Case No.  PUA990020 and the Federal Trade  Commission in
its Order of November 4, 1999 in FTC File No.  991-0244  and Docket No.  C-3901.
DRI and CNG require no other  regulatory  approvals  or consents to complete the
transactions contemplated by the Stock Purchase Agreement.

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 B-2    Stock Purchase Agreement (incorporated by reference from Form U-1
               Application-Declaration File No. 70-09707, Exhibit B-1).

Item 7.  Information as to Environmental Effects.

     The  disposition  of VNG  neither  involves a "major  federal  action"  nor
"significantly  affects 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 disposition of VNG
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 disposition of VNG 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:/s/James F. Stutts                         By:/s/James F. Stutts
   ----------------------                        ------------------
Name:    James F. Stutts                      Name:    James F. Stutts
Title:   Vice President and                   Title:   Vice President and
         General Counsel                               General Counsel
Date:    June 29, 2000                        Date:    June 29, 2000