File No.  070-9477

     As filed with the Securities and Exchange Commission on October 5, 2000

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        FORM U-1 APPLICATION-DECLARATION
     -----------------------------------------------------------------------

                         POST-EFFECTIVE AMENDMENT NO. 9
                                       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 Service         125 West 55th Street
CNG Tower, 625 Liberty Street            New York, NY 10019-5389
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.  Following closing of the Merger, DRI and CNG
retained  Merrill  Lynch  &  Co.,  Inc.  to  advise  them  with  respect  to the
disposition of VNG. Merrill Lynch & Co., Inc.  solicited  inquiries from a broad
group of more than a dozen  possible  purchasers.  A number of such  purchasers,
including  AGL,  expressed  interest in  acquiring  VNG ;and DRI and CNG pursued
discussions  with them with the  assistance  of outside  financial  advisors and
counsel.   Negotiations   with  all  possible   purchasers   were  conducted  at
arm's-length as part of the competitive process.

     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.  Ultimately,  the AGL transaction was presented to the Board
of Directors of DRI which ratified the actions of CNG with regard to the sale of
VNG and  approved the overall  transaction  on May 30, 2000. 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 to
dispose  of  VNG  pursuant  to  the  order  of the  Virginia  State  Corporation
Commission (the "Virginia  Commission") approving the Merger and, in particular,
seeks confirmation that the divestiture of VNG by DRI and CNG, and the terms and
conditions  pursuant to which such  divestiture will be effected as set forth in
the Stock Purchase Agreement,  are consistent with the applicable  provisions of
the Public  Utility  Holding  Company  Act of 1935 (the "1935  Act") and are not
inconsistent  with or in derogation of Section 11(b)(1) of the 1935 Act. DRI and
CNG represent  that the proceeds of such  divestiture  will be applied to reduce
outstanding indebtedness of CNG.

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 Section/Rule is or may be
- ----------------------      ----------------------------------------------------
the 1935 Act                applicable

Sections 8, 9(a),           Acquisition and Disposition of Public
10, 11(b) and 12(d)           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 (the "Merger Order").
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
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  the  divestiture
requirement in its order approving the CNG acquisition under the 1935 Act.

     DRI believes that the Commission's order approving the Merger  contemplates
that DRI will 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.

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.  However, in approving any acquisition  subject to Section 9(a)(2),  the
Commission may not approve an acquisition  which is subject to conditions if, in
the  aggregate,  those  conditions  are  detrimental  to the carrying out of the
provisions of Section 11(b) of the Act.

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) to approve an
acquisition even if such acquisition is conditioned, in part, upon a State order
mandating  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.

Statement pursuant to Rule 54 and Related Matters

     In their Application  Declaration in File No. 70-9517 pursuant to which DRI
and CNG sought financing authorization for the immediate post-Merger period (the
"Initial  Financing  Application")  which  authorization was granted in HCAR No.
35-27112 (Dec. 15, 1999), DRI and CNG stated:

     Each of DRI and CNG also holds investments in various EWGs and FUCOs. DRI's
     specific  EWG  investments  are  described  in  detail  in DRI's  Exemption
     Statement  on Form U-3A-2 for the fiscal year ended  December  31, 1998 and
     filed with the Commission in File No. 69-278.  Such Exemption  Statement on
     Form U-3A-2 is hereby incorporated by reference herein.  CNG's specific EWG
     and FUCO  investments  are described  below and are also  described in more
     detail in CNG's  Annual  Report on Form U5S for fiscal year ended  December
     31,  1998 and filed with the  Commission  in File No.  30-203.  Such Annual
     Report on Form U5S is hereby incorporated by reference herein.  However, in
     order to obtain  the cash  required  in  connection  with the Merger and in
     order to focus DRI's efforts on achieving its MAIN to Maine  strategy,  DRI
     has announced  its intention to divest its interests  (and the interests it
     will  acquire  from  CNG)  in  non-U.S.  EWG  and  FUCO  holdings.  In that
     connection,  DRI has already  entered  into an  agreement  with Duke Energy
     International,  a subsidiary of Duke Energy Corporation,  pursuant to which
     DRI has agreed to sell to Duke all of DRI's interests in its Latin American
     projects and, in fact,  certain of such projects have already been so sold.
     On a pro  forma  consolidated  basis  at  December  31,  1998,  DRI and CNG
     together have invested  $918,700,000 in EWGs and FUCOs which represents 32%
     of pro forma  consolidated  retained  earnings at December 31, 1998.  These
     historical  pro  forma  figures  do not  reflect  the sale of  DRI's  Latin
     American  projects  (and the sale of the  non-U.S.  projects to be acquired
     from CNG) nor do they reflect certain  accounting  adjustments that will be
     required to be made under GAAP after  giving  effect to the  Merger.  After
     giving  effect to (i) the  accounting  treatment  for the Merger which will
     result in a consolidating  accounting  adjustment that will eliminate CNG's
     retained  earnings and (2) the sale of DRI's Latin American assets (and the
     sale of the non-U.S. projects to be acquired from CNG), DRI's investment in
     EWGs and FUCOs will total approximately $68,000,000, which represents 5% of
     the pro forma  combined  consolidated  retained  earnings at September  30,
     1999.  DRI  and  CNG  have  submitted  a  separate  Application-Declaration
     requesting  authorization  to  invest up to 100% of  consolidated  retained
     earnings of DRI (as the  registered  holding  company  part of the combined
     DRI-CNG system) in EWGs and FUCOs (File No. 70-9555).

     The Initial  Financing  Application also described in detail DRI's existing
financial support,  predominantly in the form of guarantees,  of its unregulated
energy  subsidiaries,   namely,  Dominion  Energy,  Inc.  and  its  subsidiaries
(collectively,  the "DEI  Companies"),  and  including  certain  obligations  in
respect of a new synthetic  lease  arrangement  pursuant to which certain of the
DEI  Companies  proposed  to  acquire  new  gas-fired  turbines.  All  of  DRI's
investment  in and support for the DEI Companies is described in detail in DRI's
Registration  Statement on Form U5B, which was filed with the  Commission  April
27, 2000.

     Adopting the  methodology  used in the Initial  Financing  Application,  in
which DRI did not give effect to accounting  adjustments  required in connection
with the Merger,  as of June 30,  2000,  DRI's  aggregate  investment  in exempt
wholesale   generators  ("EWGs")  and  including  DRI's  guarantee  of  the  DEI
Companies'  obligations  under the synthetic  lease referred to above was 49% of
the combined retrained earnings of DRI and CNG as of June 30, 2000.  However, if
DRI does give effect to the accounting  adjustment  required in connection  with
the Merger (such  accounting  adjustment  is described  above in detail in DRI's
Application-Declaration in File No. 70-9679), DRI's aggregate investment in EWGs
and FUCOs as of June 30, 2000 was 133% of consolidated  retained  earnings.  DRI
represents  that as of June 30,  2000,  aggregate  investment  in EWGs and FUCOs
equaled   $1,252,000,000   and  DRI's   consolidated   retained   earnings  were
$940,000,000.

     At the present time, DRI respectfully submits that, as contemplated by Rule
53(c) and Rule 54, the level of DRI's investment in EWGs and FUCOs is not having
and will not have a substantial adverse impact on the financial integrity of the
DRI System or on any utility  subsidiary within the DRI System or on the ability
of any state regulatory commission to protect any such utility subsidiary or its
customers. DRI's investment of $1,252,000,000, including guarantees, in EWGs and
FUCOs was fully  described and disclosed in the Initial  Financing  Application.
DRI  represents to the  Commission  that the earnings  produced from its current
investment  in  EWGs  and  FUCOs  has  contributed  positively  to the  system's
consolidated  earnings  or net  income  since  the  date  of the  Merger  Order.
Moreover,  granting the specific  relief sought in this  Application-Declaration
will benefit the DRI System by causing DRI to receive cash which may be deployed
more  efficiently  throughout  the DRI  System  and  also for the  repayment  of
indebtedness incurred in connection with the Merger.

     In the Initial  Financing  Application,  DRI stated that common equity as a
percentage  of  the  combined  companies  capitalization  on a pro  forma  basis
immediately  following  the closing of the Merger was 33%.  For the period ended
June 30, 2000, common equity as a percentage of the DRI's System's  consolidated
capitalization  equaled 29%.  DRI asserts  that the change in the common  equity
percentage is not material  under any  circumstances,  but  especially so in the
instant situation given the reasons for the change stated below. (DRI notes that
for the same period, common equity as a percentage of the capitalization of each
public utility company subsidiary of DRI equaled or exceeded 30%.) The temporary
reduction in the common  equity  percentage of the  consolidated  system only is
attributable  to  restructuring  and  merger-related  costs and  impairment  and
re-valuation  of DCI assets  totaling  $512  million,  which  reduced net income
during the period by $324 million.  Management is in the process of implementing
a strategy to exit certain  businesses  of DCI, as required by the Merger Order,
and to de-emphasize the remaining components of the businesses that are expected
to be retained or possibly  held only as long as  necessary  to wind up affairs.
DCI re-valued  certain  assets and  businesses  during the period and recognized
impairment  losses of $292  million,  resulting  in a reduction to net income of
$184 million.  DRI recognized  restructuring and  merger-related  costs totaling
$220 million,  which  reduced net income during the period by $140 million.  But
for these adjustments,  DRI would be in compliance for the period ended June 30,
2000 with the  capitalization  requirement  set forth in the  Initial  Financing
Order that the  consolidated  holding  company  system and each  public  utility
subsidiary  of the  combined  system has 30% common  stock equity in its capital
structure.  DRI  respectfully  submits  to the  Commission  that  DRI will be in
compliance with the  capitalization  requirement that the  consolidated  holding
company  system have 30% common stock equity in its capital  structure at fiscal
year-end 2000, in part as a result of the application of proceeds resulting from
the  disposition  of VNG, as described  herein,  and the  divestiture of certain
assets of DCI as required by the Merger Order.

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:_______________                         By:_______________
                  ----
Name:    James F. Stutts                   Name:    James F. Stutts
Title:   Vice President and                Title:   Vice President and
         General Counsel                            General Counsel
Date:    October 5, 2000                   Date:    October 5, 2000