Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF

A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF

A TRUSTEE PURSUANT TO SECTION 305(b)(2)

JPMORGAN CHASE BANK

(Exact name of trustee as specified in its charter)

New York	13-4994650
(State of incorporation if not a national bank)	(I.R.S. employer identification No.)
270 Park Avenue New York, New York (Address of principal executive offices)	10017 (Zip Code)

William H. McDavid

General Counsel

270 Park Avenue

New York, New York 10017

Tel: (212) 270-2611

(Name, address and telephone number of agent for service)

Dominion Resources, Inc.

(Exact name of obligor as specified in its charter)

Virginia	54-1229715
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification No.)
120 Tredegar Street Richmond, Virginia	23219
(Address of principal executive offices)	(Zip Code)

2004 Series C 2.125% Convertible Senior Notes Due 2023

(Title of the indenture securities)

GENERAL

Item  1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

New York State Banking Department, State House, Albany, New York 12110.

Board of Governors of the Federal Reserve System, Washington, D.C., 20551.

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item  2. Affiliations with the Obligor and Guarantors.

If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.)

2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001 in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.)

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to this Form T-1).

7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 8^th day of November, 2004.

JPMORGAN CHASE BANK
By	/s/Carol Ng
	Carol Ng Vice President

Exhibit 6 to Form T-1

THE CONSENT OF THE TRUSTEE REQUIRED

BY SECTION 321(b) OF THE ACT

November 8, 2004

Securities and Exchange Commission

Washington D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an Indenture between Dominion Resources, Inc. and JPMorgan Chase Bank, as Trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

JPMorgan Chase Bank
By	/s/Carol Ng
	Carol Ng Vice President

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2

CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank

of 270 Park Avenue, New York, New York 10017

and Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System,

at the close of business March 31, 2004, in

accordance with a call made by the Federal Reserve Bank of this

District pursuant to the provisions of the Federal Reserve Act.

ASSETS			Dollar Amounts in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			$	19,589
Interest-bearing balances				35,104
Securities:
Held to maturity securities				156
Available for sale securities				64,028
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices				30,180
Securities purchased under agreements to resell				74,963
Loans and lease financing receivables:
Loans and leases held for sale				19,061
Loans and leases, net of unearned income	$	163,825
Less: Allowance for loan and lease losses		2,771
Loans and leases, net of unearned income and allowance				161,054
Trading Assets				191,989
Premises and fixed assets (including capitalized leases)				5,959
Other real estate owned				118
Investments in unconsolidated subsidiaries and associated companies				837
Customers’ liability to this bank on acceptances outstanding				203
Intangible assets
Goodwill				2,539
Other Intangible assets				4,521
Other assets				38,391
TOTAL ASSETS			$	648,692

LIABILITIES
Deposits
In domestic offices			$	210,211
Noninterest-bearing	$	80,262
Interest-bearing		129,949
In foreign offices, Edge and Agreement subsidiaries and IBF’s				120,623
Noninterest-bearing	$	7,920
Interest-bearing		112,703
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices				6,480
Securities sold under agreements to repurchase				102,641
Trading liabilities				114,412
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)				20,692
Bank’s liability on acceptances executed and outstanding				203
Subordinated notes and debentures				8,039
Other liabilities				26,877
TOTAL LIABILITIES				610,178
Minority Interest in consolidated subsidiaries				346
EQUITY CAPITAL
Perpetual preferred stock and related surplus				0
Common stock				1,785
Surplus (exclude all surplus related to preferred stock)				16,318
Retained earnings				20,049
Accumulated other comprehensive income				16
Other equity capital components				0
TOTAL EQUITY CAPITAL				38,168
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL			$	648,692

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named

bank, do hereby declare that this Report of Condition has

been prepared in conformance with the instructions issued

by the appropriate Federal regulatory authority and is true

to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness

of this Report of Condition and declare that it has been

examined by us, and to the best of our knowledge and

belief has been prepared in conformance with the in-

structions issued by the appropriate Federal regulatory

authority and is true and correct.

WILLIAM B. HARRISON, JR.  )

ELLEN V. FUTTER                    ) DIRECTORS

FRANK A. BENNACK, JR.       )