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 4, 2008

Dominion Resources, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Virginia	001-08489	54-1229715
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 3.03 of this Current Report on Form 8-K that relates to the entry into a material definitive agreement is incorporated by reference into this Item 1.01.

Item 3.03 Material Modifications to Rights of Security Holders

On December 4, 2008, Dominion Resources, Inc. (the “Company”) announced that it is amending the terms of its 2004 Series C 2.125% Convertible Senior Notes due 2023 (the “Notes”) and the related Twenty-Seventh Supplemental Indenture dated December 1, 2004 (the “Supplemental Indenture”), by the Thirty-Ninth Supplemental Indenture Amending the Supplemental Indenture dated as of December 1, 2008 (the “Amendment”). The Amendment will be effective on December 16, 2008, the day after the holders of the Notes have the right to require the Company to repurchase any or all of their Notes under their original terms. The Amendment provides the holders of the Notes with extended call protection by eliminating the Company’s ability to redeem the Notes at its option before December 16, 2011, and also provides the holders with an additional opportunity to require the Company to repurchase the Notes for cash on December 15, 2011.

As of November 30, 2008 there were approximately $202,000,000 aggregate principal amount of Notes outstanding.

The Amendment is filed herewith in connection with the Company’s amendment of the Notes and the Supplemental Indenture.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain U.S. federal income tax consequences of modification of the Notes (the “Debt Modification”) pursuant to the amendment by the Thirty Ninth Supplemental Indenture. Except where noted, this discussion deals only with Notes held as capital assets by U.S. holders (as defined below). This discussion does not deal with special situations. For example, this discussion does not address:

• tax consequences to holders who may be subject to special tax treatment, such as certain expatriates, dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, persons holding Notes in a tax-deferred or tax-advantaged account, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities or insurance companies;

• tax consequences to persons holding Notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle;

• tax consequences to U.S. holders of Notes whose “functional currency” (as defined in the applicable U.S. Treasury Regulations) is not the U.S. dollar;

• estate, gift or alternative minimum tax consequences, if any; or

• any state, local or foreign tax consequences.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and final and temporary U.S. Treasury regulations, administrative pronouncements and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed in this summary.

Holders of Notes should be aware that, due to the factual nature of the inquiry and the absence of relevant legal authorities, there is uncertainty under current U.S. federal income tax law as to the appropriate tax consequences of the Debt Modification. No statutory, administrative or judicial authority directly addresses the treatment of the Debt Modification for U.S. federal income tax purposes. The Company has not requested, and does not intend to request, a ruling from the United States Internal Revenue Service (the “IRS”) regarding any of the U.S. federal income tax consequences of the Debt Modification. As a result, this summary is not binding on the IRS or the courts, and no assurance can be given that the conclusions reached in this summary will not be challenged by the IRS or will be sustained by a court if so challenged.

For purposes of this discussion, a “U.S. holder” means a beneficial owner of Notes that is:

• an individual citizen or resident of the United States;

• a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust (1) where both (a) a U.S. court can exercise primary jurisdiction over its administration and (b) one or more U.S. persons have the authority to control all of its substantial decisions or (2) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

A “non-U.S. holder” means a beneficial owner of Notes that is not a U.S. holder.

If a partnership holds the Notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the Notes, you should consult your own tax advisors. Likewise, if you are a shareholder in, or beneficiary of, an entity that is a holder of Notes, you should consult your own tax advisors.

No statutory or judicial authority directly addresses the treatment of the Notes or instruments similar to the Notes for U.S. federal income tax purposes. The Internal Revenue Service (IRS), however, has issued a revenue ruling (Revenue Ruling 2002-31, 2002-22 IRB 1023) with respect to instruments similar to the Notes. This ruling supports certain aspects of the tax treatment described below. However, as previously discussed, no rulings have been sought or are expected to be sought from the IRS with respect to any of the U.S. federal income tax consequences regarding this transaction. As a result the IRS may not agree with the tax characterizations and the tax consequences described below.

THIS SUMMARY IS INTENDED FOR GENERAL INFORMATION ONLY AND DOES NOT PURPORT TO ADDRESS ALL OF THE U.S. FEDERAL INCOME AND OTHER TAX CONSIDERATIONS REGARDING THE DEBT MODIFICATION. BECAUSE THE U.S. FEDERAL INCOME TAX TREATMENT OF THE DEBT MODIFICATION IS UNCERTAIN, HOLDERS ARE ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSIDERATIONS THAT MAY BE RELEVANT TO THEM BASED UPON THEIR PARTICULAR CIRCUMSTANCES.

Under current Treasury regulations, the modification of a debt instrument will be treated as a “deemed exchange” of the existing debt instrument for a new debt instrument for U.S. federal income tax purposes (which we will refer to as a “Tax Exchange”) only if, taking into account the differences between the terms of the existing debt instrument and the new debt instrument there is deemed to be a “significant” modification of the existing instrument. In general, the Treasury regulations provide that a modification of a debt instrument is a significant modification only if, based on all of the facts and circumstances, the legal rights or obligations that are altered and the degree to which they are altered are “economically significant.” Because there is no authority interpreting the Treasury regulations, their application to the Debt Modification is unclear. Nevertheless, we intend to take the position that the Debt Modification will constitute a significant modification of the existing debt instruments. That position, however, is subject to considerable uncertainty and could be challenged by the IRS.

There can be no assurance that the IRS will agree with the Company’s position that the Debt Modification constitutes a significant modification of the terms of the existing debt instruments. In the event that the IRS disagrees with the Company’s position, there will be no U.S. federal income tax consequences to a holder as a consequence of the Debt Modification, and any such holder will have the same adjusted tax basis and holding period in the modified debt instruments as it had in the existing debt instruments immediately before the exchange.

If, consistent with our position, the Debt Modification constitutes a significant modification of the existing debt instruments, the exchange will be treated as a Tax Exchange. Although not free from doubt, we intend to take the position that such a Tax Exchange would constitute a recapitalization for U.S. federal income tax purposes.

Whether such an exchange qualifies as a recapitalization depends on, among other things, whether the existing debt instruments and the new debt instruments constitute “securities” for U.S. federal income tax purposes. The rules for determining whether debt instruments such as the existing debt instruments are securities are unclear. The term “security” is not defined in the Code or the Treasury regulations and has not been clearly defined by judicial decisions. The determination of whether a debt instrument is a security requires an overall evaluation of the nature of the debt instrument, with the term of the instrument usually regarded as one of the most significant factors. Although a debt instrument with a term of more than ten years is generally considered to be a security, no authority clearly addresses the impact on security treatment of put and call features of the type included in the existing debt securities. Nevertheless, the Company believes that the existing debt instruments constitute securities for U.S. federal income tax purposes.

The proper application of the recapitalization rules to a debt instrument subject to the Treasury regulations governing contingent payment debt instruments (the “CPDI Regulations”) is unclear. If the Debt Modification is treated as a Tax Exchange, and if the Tax Exchange is treated as a recapitalization, the Company believes that a holder will nevertheless recognize gain on the Tax Exchange to the extent of the lesser of (i) the excess of the issue price of the new debt instruments (generally, their fair market value as of the exchange date) over the holder’s adjusted tax basis in the existing debt instruments and (ii) the fair market value of the excess of the principal amount of the new debt instruments over the principal amount of the existing debt instruments. A holder’s adjusted tax basis in the existing debt instruments generally will be its initial purchase price for the existing debt instruments, increased by any interest income previously accrued by the holder with respect to the existing debt instruments (determined without regard to any positive or negative adjustments to such interest accruals under the CPDI Regulations), decreased by the amount of any projected payments actually made on the existing debt instruments, and increased or decreased by the amount of any positive or negative adjustments, respectively, that the holder was required to make as a result of having purchased the existing debt instruments at a price other than their adjusted issue price. Any gain recognized on the exchange will be treated as ordinary interest income. Any loss realized by a holder on the exchange of existing debt instruments for new debt instruments will not be recognized. A holder’s basis in any new debt instruments deemed received in the exchange will equal its basis in the existing debt instruments, increased by the amount of any gain recognized on the exchange. A holder’s holding period for the new debt instruments will include its holding period for the existing debt instruments deemed exchanged therefor. The IRS could, however, take positions contrary to the foregoing discussion, in which case the amount of a holder’s income, gain or loss from such a recapitalization could differ materially from that described above.

If the Debt Modification is treated as a Tax Exchange, but contrary to our belief the existing debt instruments and the new debt instruments are not treated as securities for U.S. federal income tax purposes, then the Tax Exchange will not qualify as a recapitalization, and an exchanging holder would be treated as having engaged in a taxable disposition of the existing debt instruments for property with a fair market value equal to the fair market value of the new debt instruments deemed exchanged therefor, with the U.S. federal income tax consequences described in the prospectus supplement relating to the existing debt instruments dated December 3, 2003 (the Prospectus), including, generally, the recognition of ordinary interest income equal to the difference in a holder’s adjusted tax basis in the existing debt instruments and the fair market value of the new debt instruments. Under certain circumstances, all or part of a loss on such disposition may be a capital loss.

If, consistent with our position, the Debt Modification is treated as a Tax Exchange, then the Company intends to treat the new debt instruments as debt instruments that are subject to the CPDI Regulations. In that case, a holder would be required to accrue interest in taxable income in each year at a “comparable yield” without regard to the amount of cash received regardless of whether the holder uses the cash or accrual method of accounting and any gain on the disposition of the new debt instruments would generally result in ordinary interest income to the holder. For purposes of interest accruals by a U.S. Holder on the new debt instruments, the new debt instruments will be considered newly issued contingent payment debt instruments. The Company will determine a new “comparable yield” for new debt instruments and use this to construct a new schedule of projected payments on the new debt instruments. Holders should refer to the Prospectus for a summary of tax treatment of contingent payment debt instruments. The schedule of projected payments which the Company constructed for the existing debt instruments will no longer be relevant. A U.S. Holder is required

to use the comparable yield and the schedule of projected payments as determined by the Company in calculating its interest accruals and adjustments in respect of the new debt instruments unless such U.S. Holder timely discloses and justifies the use of other estimates to the Internal Revenue Service.

A U.S. Holder whose initial basis in a new debt instrument is different from the issue price of such new debt instrument must make appropriate “positive” and “negative” adjustments to its income and deductions with respect to such new debt instrument. At the time the U.S. Holder is deemed to acquire a new debt instrument, the U.S. Holder must allocate any difference between its basis in the new debt instrument and the issue price of the new debt instrument among either the remaining payments due on the schedule of projected payments applicable to such new debt instrument or the remaining accruals of interest at the comparable yield of such new debt instrument in a reasonable manner. Adjustments allocated to either an interest accrual or the projected payments are taken into account at the time the corresponding interest is accrued or payment is made. If the U.S. Holder’s basis is greater than the issue price of the new debt instrument, the excess is treated as a “negative adjustment”, and if the U.S. Holder’s basis is less than the issue price, the difference is treated as a “positive adjustment.”

Because the schedule of projected payments for the new debt instruments must take into account the issue price of the new debt instruments (which as discussed above is generally the fair market value of the new debt instruments), it is not possible for the Company to furnish the schedule of projected payments for the new debt instruments at this time. The Company intends to prepare the schedule of projected payments for the new debt instruments within 20 business days after the date hereof. You may obtain the projected payment schedule by submitting a written request for it to us at “Corporate Secretary, Dominion, 120 Tredegar Street, Richmond, Virginia 23219”.

In addition, because the CPDI Regulations are extremely complex, holders are strongly encouraged to consult their own tax advisors regarding the consequences to them of the ownership, sale, exchange, conversion or redemption of new debt instruments if the exchange is treated as a Tax Exchange.

If, contrary to our position, the Debt Modification does not constitute a significant modification of the existing debt instruments and will not be treated as a Tax Exchange, holders will continue to be subject to the CPDI Regulations. Among other things, pursuant to those regulations, a holder will continue to be required to accrue interest income in the amounts described in the registration statement relating to the existing debt instruments, regardless of whether the holder uses the cash or accrual method of tax accounting. Pursuant to the terms of the Supplemental Indenture relating to the existing debt instruments, holders agree to treat the notes as debt subject to the CPDI Regulations, and to continue to accrue interest in the same manner and amounts as for the existing debt instruments. Under certain circumstances all or part of a loss on such disposition may be a capital loss.

If, consistent with our position, the exchange of the Debt Modification constitutes a significant modification of the existing debt instruments, the exchange will be treated as a Tax Exchange. In that case, any gain realized by a non-U.S. holder on the Tax Exchange will be eligible for exemption from U.S. federal income or withholding tax to the same extent as described in the Prospectus for any other sale or exchange.

If, contrary to our position, the Debt Modification is not treated as a Tax Exchange, then, as discussed above, the new debt instruments will be treated as a continuation of the existing debt instruments. In that case, a non-U.S. holder generally should have the same U.S. tax consequences as would have arisen if it continued to hold the existing debt instruments, including the withholding and other consequences described in the Prospectus.

HOLDERS ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES RESULTING FROM THE DEBT MODIFICATION.

Item 8.01 Other Events.

Description of Dominion Resources, Inc.’s Common Stock

The information contained in Exhibit 99.2, which is incorporated herein by reference, is hereby provided to replace and supersede the description of our Common Stock currently set forth in Form 8-B dated April 29, 1983, for purposes of Commission forms that require, by incorporation by reference, a description of our common stock contained in a registration statement filed under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit
4.1	Thirty-Ninth Supplemental Indenture Amending the Twenty-Seventh Supplemental Indenture dated as of December 1, 2008 and effective as of December 16, 2008, between the Company and The Bank of New York Mellon, as Trustee.
99.1	Dominion Resources, Inc. press release dated December 4, 2008
99.2	Description of Common Stock

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/ James P. Carney

James P. Carney

Vice President and Assistant Treasurer

Date: December 5, 2008

EX-4.1

Exhibit 4.1

DOMINION RESOURCES, INC.

Issuer

TO

THE BANK OF NEW YORK MELLON

(successor to JPMorgan Chase Bank, N.A.)

(formerly known as The Chase Manhattan Bank))

Trustee

Thirty-Ninth Supplemental Indenture

Amending the Twenty-Seventh Supplemental Indenture

Dated as of December 1, 2008

Regarding the

2004 Series C 2.125% Convertible Senior Notes

Due 2023

TABLE OF CONTENTS

		Page
ARTICLE I	AMENDMENTS TO THE TWENTY-SEVENTH SUPPLEMENTAL INDENTURE	1
Section 101	Amendment to Section 106(a)	1
Section 102	Amendment to Section 108(a)	2
Section 103	Amendment to Exhibit A, fourth paragraph	2
Section 104	Amendment to Exhibit A, sixth paragraph	2
Section 105	Amendment to Exhibit A, reverse of Form of Series C Senior Note	2
ARTICLE II	MISCELLANEOUS PROVISIONS	3
Section 201	Recitals by Company	3
Section 202	Ratification and Incorporation of Original Indenture and Twenty-Seventh Supplemental Indenture	3
Section 203	Executed in Counterparts	3
Section 204	Effectiveness	3

-i-

THIS THIRTY-NINTH SUPPLEMENTAL INDENTURE AMENDING THE TWENTY-SEVENTH SUPPLEMENTAL INDENTURE (“Thirty-Ninth Supplemental Indenture”) is made as of the first day of December, 2008, by and between DOMINION RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the “Company”), and THE BANK OF NEW YORK MELLON (successor to JPMORGAN CHASE BANK, N.A. (formerly known as THE CHASE MANHATTAN BANK)), a New York banking corporation, as Trustee (herein called the “Trustee”).

WITNESSETH:

WHEREAS, the Company has heretofore entered into a Senior Indenture, dated as of June 1, 2000 (the “Original Indenture”) with the Trustee;

WHEREAS, by the Twenty-Seventh Supplemental Indenture between the Company and the Trustee dated as of December 1, 2004 (the “Twenty-Seventh Supplemental Indenture”), the Company has established and provided for the issuance of the Company’s 2004 Series C 2.125% Convertible Senior Notes Due 2023 (the “Series C Senior Notes”);

WHEREAS, the Original Indenture, as heretofore supplemented and amended, including without limitation as supplemented by the Twenty-Seventh Supplemental Indenture (the “Current Indenture”), is incorporated herein by this reference and the Original Indenture, as heretofore supplemented and amended, and as further supplemented by this Thirty-Ninth Supplemental Indenture, is herein called the “Indenture”;

WHEREAS, the Company is entering into this Thirty-Ninth Supplemental Indenture with the Trustee for the purpose of amending the Twenty-Seventh Supplemental Indenture, effective as of December 16, 2008 (the “Effective Date”), without the consent of the Holders of the Series C Senior Notes pursuant to Section 901 of the Original Indenture; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this Thirty-Ninth Supplemental Indenture and to make it a valid and binding obligation of the Company have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

AMENDMENTS TO THE TWENTY-SEVENTH SUPPLEMENTAL INDENTURE

Section 100 Amendment to Section 106(a). As of the Effective Date, Section 106(a) of the Twenty-Seventh Supplemental Indenture is hereby amended and restated as follows:

“(a) The Series C Senior Notes shall not be redeemable at the option of the Company before December 16, 2011. On or after December 16, 2011, the Series C Senior Notes shall be redeemable, in whole or from time to time in part, at the option of the Company on any date (a “Redemption Date”), at a redemption price equal to 100% of the principal amount of the Series C Senior Notes to be redeemed plus any accrued and unpaid interest on the principal amount to be redeemed to but excluding the Redemption Date (the “Redemption Price.”).”

Section 200 Amendment to Section 108(a). As of the Effective Date, Section 108(a) of the Twenty-Seventh Supplemental Indenture is hereby amended and restated as follows:

“(a) On each of December 15, 2006, December 15, 2008, December 15, 2011, December 15, 2013 and December 15, 2018 (each, a “Put Date”), each Holder shall have the right, at such Holder’s option, to require the Company to purchase any or all of such Holder’s Series C Senior Notes for cash. The Company shall purchase such Series C Senior Notes at a price equal to 100% of the principal amount of the Series C Senior Notes to be purchased plus any accrued and unpaid interest on the principal amount to be purchased to but excluding the Put Date.”

Section 300 Amendment to Exhibit A, fourth paragraph. As of the Effective Date, the fourth paragraph on the face of the Form of 2004 Series C 2.125% Convertible Senior Note Due 2023 attached as Exhibit A to the Twenty-Seventh Supplemental Indenture is hereby amended and restated as follows:

“The Securities of this series shall be redeemable, in whole or from time to time in part, at the option of the Company on any date on or after December 16, 2011 (a “Redemption Date”), at a Redemption Price equal to 100% of the principal amount of the Securities of this series to be redeemed plus any accrued and unpaid interest on the principal amount to be redeemed to but excluding the Redemption Date.”

Section 400 Amendment to Exhibit A, sixth paragraph. As of the Effective Date, the sixth paragraph on the face of the Form of 2004 Series C 2.125% Convertible Senior Note Due 2023 attached as Exhibit A to the Twenty-Seventh Supplemental Indenture is hereby amended and restated as follows:

“A Holder shall have the option to require the Company to purchase any or all of the Securities of this series held by such Holder on December 15, 2006, December 15, 2008, December 15, 2011, December 15, 2013 and December 15, 2018 (each, a “Put Date”) at a purchase price (the “Purchase Price”) equal to the principal amount of the Securities of this series to be purchased plus any accrued and unpaid interest to but excluding the Put Date, upon delivery of a Put Notice containing the information set forth in the Indenture, from the opening of business on the date that is 25 Business Days prior to such Put Date until the close of business on the fifth Business Day prior to such Put Date and upon delivery of the Securities of this series to the Paying Agent by the Holder as set forth in the Indenture.”

Section 500 Amendment to Exhibit A, reverse of Form of Series C Senior Note. As of the Effective Date, the first sentence of the first paragraph on the reverse of the Form of 2004 Series C 2.125% Convertible Senior Note Due 2023 attached as Exhibit A to the Twenty-Seventh Supplemental Indenture is hereby amended and restated as follows:

“This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of June 1, 2000, as heretofore supplemented and amended and as further supplemented by a Twenty-Seventh Supplemental Indenture dated as of December 1, 2004, as amended by a Thirty-

2

Ninth Supplemental Indenture Amending the Twenty-Seventh Supplemental Indenture dated as of December 1, 2008 (collectively, as amended or supplemented from time to time, herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (successor to The Chase Manhattan Bank)), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.”

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 100 Recitals by Company. The recitals in this Thirty-Ninth Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Current Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Series C Senior Notes and of this Thirty-Ninth Supplemental Indenture as fully and with like effect as if set forth herein in full.

Section 200 Ratification and Incorporation of Original Indenture and Twenty-Seventh Supplemental Indenture. As amended hereby, the Current Indenture and the Twenty-Seventh Supplemental Indenture are in all respects ratified and confirmed, and the Current Indenture and this Thirty-Ninth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 300 Executed in Counterparts. This Thirty-Ninth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

Section 400 Effectiveness. The amendments to the Twenty-Seventy Supplemental Indenture effected hereby shall take effect and become effective as to all Series C Senior Notes Outstanding on December 16, 2008. Outstanding Series C Senior Notes do not need to be exchanged in order to have these amendments apply to them.

3

IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by its duly authorized officer, all as of the day and year first above written.

DOMINION RESOURCES, INC.
	/s/ G. Scott Hetzer
Name:	G. Scott Hetzer
Title:	Senior Vice President and Treasurer
THE BANK OF NEW YORK MELLON, (SUCCESSOR TO JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK)) as Trustee
	/s/ Larry O’Brien
Name:	Larry O’Brien
Title:	Vice President

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
December 4, 2008
Company:	Dominion
Contacts:
Media:	Mark Lazenby, (804) 819-2042, Mark.Lazenby@dom.com Ryan Frazier, (804) 819-2521, C.Ryan.Frazier@dom.com
Analysts:	Laura Kottkamp, (804) 819-2254, Laura.E.Kottkamp@dom.com Greg Snyder, (804) 819-2383, James.Gregory.Snyder@dom.com

DOMINION TO AMEND ITS 2004 SERIES C 2.125%

CONVERTIBLE SENIOR NOTES DUE 2023

RICHMOND, Va. – Dominion (NYSE: D) today announced it is amending the terms of its Dominion Resources Inc. Series C 2.125% Convertible Senior Notes (CUSIP: 25746UAT6) and the related Twenty-Seventh Supplemental Indenture, dated Dec. 1, 2004, by and between Dominion and The Bank of New York Mellon, as Trustee.

This amendment will be effective on Dec. 16, 2008, the day after the holders of the Notes have the right to require Dominion to repurchase any or all of their Notes under the original terms.

The amendment provides the holders of the Notes with call protection by eliminating Dominion’s current ability to redeem the Notes at its option before Dec. 16, 2011. The amendment also establishes a new date on which the holders of the Notes will have the right to require Dominion to repurchase any or all of their Notes. The new repurchase date is Dec. 15, 2011, which is in addition to the original remaining repurchase dates of Dec. 15, 2008, Dec. 15, 2013 and Dec. 15, 2018.

Dominion is one of the nation’s largest producers and transporters of energy, with a portfolio of approximately 27,000 megawatts of generation, 1.1 trillion cubic feet equivalent of proved natural gas and oil reserves, 14,000 miles of natural gas transmission, gathering and storage pipeline and 6,000 miles of electric transmission lines. Dominion operates the nation’s largest natural gas storage facility with 975 billion cubic feet of storage capacity and serves retail energy customers in 12 states. For more information about Dominion, visit the company’s Web site at http://www.dom.com.

#####

EX-99.2

Exhibit 99.2

DESCRIPTION OF COMMON STOCK

Common Stock

Listing

Our outstanding shares of common stock are listed on the New York Stock Exchange under the symbol “D”. Any additional common stock we issue will also be listed on the New York Stock Exchange.

Dividends

Common shareholders may receive dividends when declared by the Board of Directors. Dividends may be paid in cash, stock or other form. In certain cases, common shareholders may not receive dividends until we have satisfied our obligations to any preferred shareholders. Under certain circumstances, if specified in the applicable supplemental indenture, the Indentures may restrict our ability to pay cash dividends.

Fully Paid

All outstanding shares of common stock are fully paid and non-assessable. Any additional common stock we issue will also be fully paid and non-assessable.

Voting Rights

Each share of common stock is entitled to one vote in the election of directors and other matters. Common shareholders are not entitled to cumulative voting rights.

Other Rights

We will notify common shareholders of any shareholders’ meetings according to applicable law. If we liquidate, dissolve or wind up our business, either voluntarily or not, common shareholders will share equally in the assets remaining after we pay our creditors and preferred shareholders.

Transfer Agents and Registrars

We along with Continental Stock Transfer & Trust Company, are transfer agent and registrar for our common stock. You may contact us at 120 Tredegar Street, Richmond, Virginia 23219 or at Continental located at 17 Battery Place, New York, New York 10004.

VIRGINIA STOCK CORPORATION ACT AND THE ARTICLES AND THE BYLAWS

General

We are a Virginia corporation subject to the Virginia Stock Corporation Act (the Virginia Act). Provisions of the Virginia Act, in addition to provisions of our Articles of Incorporation (Articles) and Bylaws, address corporate governance issues, including the rights of shareholders. Some of these provisions could hinder management changes while others could have an anti-takeover effect. This anti-takeover effect may, in some circumstances, reduce the control premium that might otherwise be reflected in the value of our common stock. If you are buying this stock as part of a short-term investment strategy, this might be especially important to you.

We have summarized the key provisions below. You should read the actual provisions of our Articles and Bylaws and the Virginia Act that relate to your individual investment strategy.

Business Combinations

Our Articles require that any merger, share exchange or sale of substantially all of the assets of the Company be approved by a plurality of the shares represented at a meeting where a quorum is present. Abstentions and broker non-votes will have no effect on the outcome.

Article 14 of the Virginia Act contains several provisions relating to transactions with interested shareholders. Interested shareholders are holders of more than 10% of any class of a corporation’s outstanding voting shares. Transactions between a corporation and an interested shareholder are referred to as affiliated transactions. The Virginia Act requires that material affiliated transactions must be approved by at least two-thirds of the shareholders not including the interested shareholder. Affiliated transactions requiring this two-thirds approval include mergers, share exchanges, material dispositions of corporate assets, dissolution or any reclassification of securities or merger of the corporation with any of its subsidiaries which increases the percentage of voting shares owned by an interested shareholder by more than five percent.

For three years following the time that a shareholder becomes an interested shareholder, a Virginia corporation cannot engage in an affiliated transaction with the interested shareholder without approval of two-thirds of the disinterested voting shares, and majority approval of disinterested directors. A disinterested director is a director who was a director on the date on which an interested shareholder became an interested shareholder or was recommended for election or elected by a majority of the disinterested directors then on the board. After three years, an affiliated transaction must be approved by either two-thirds of disinterested voting shares or a majority of disinterested directors.

The provisions of the Virginia Act relating to affiliated transactions do not apply if a majority of disinterested directors approve the acquisition of shares making a person an interested shareholder.

The Virginia Act permits corporations to opt out of the affiliated transactions provisions. We have not opted out.

The Virginia Act also contains provisions regulating certain control share acquisitions, which are transactions causing the voting strength of any person acquiring beneficial ownership of shares of a public corporation in Virginia to meet or exceed certain threshold voting percentages (20%, 33  ¹/3%, or 50%). Shares acquired in a control share acquisition have no voting rights unless the voting rights are granted by a majority vote of all outstanding shares other than those held by the acquiring person or any officer or employee-director of the corporation. The acquiring person may require that a special meeting of the shareholders be held to consider the grant of voting rights to the shares acquired in the control share acquisition.

Our Bylaws give us the right to redeem the shares purchased by an acquiring person in a control share acquisition. We can do this if the acquiring person fails to deliver a statement to us listing information required by the Virginia Act or if our shareholders vote not to grant voting rights to the acquiring person.

The Virginia Act permits corporations to opt out of the control share acquisition provisions. We have not opted out.

Directors’ Duties

The standards of conduct for directors of Virginia corporations are listed in Section 13.1-690 of the Virginia Act. Directors must discharge their duties in accordance with their good faith business judgment of the best interests of the corporation. Directors may rely on the advice or acts of others, including officers, employees, attorneys, accountants and board committees if they have a good faith belief in their competence. Directors’ actions are not subject to a reasonableness or prudent person standard. Virginia’s federal and state courts have focused on the process involved with the directors’ decision-making and are generally supportive of directors if they have based their decision on an informed process. These elements of Virginia law could make it more difficult to take over a Virginia corporation than corporations in other states.

Board of Directors

Members of our Board of Directors serve one-year terms and are elected annually. Except when the number of nominees exceeds the number of directors to be elected (a contested election), directors are elected by a majority vote. In the case of a contested election, directors are elected by a plurality vote. Directors may be removed from office for cause by the vote of two-thirds of the outstanding shares entitled to vote.

Shareholder Proposals and Director Nominations

Our shareholders can submit shareholder proposals and nominate candidates for the Board of Directors if the shareholders follow advance notice procedures described in our Bylaws.

To nominate directors, shareholders must submit a written notice to our corporate secretary at least 60 days before a scheduled meeting. The notice must include the name and address of the shareholder and of the nominee, a description of any arrangements between the shareholder and the nominee, information about the nominee required by the SEC, the written consent of the nominee to serve as a director and other information.

Shareholder proposals must be submitted to our corporate secretary at least 90 days before the first anniversary date of our last annual meeting. The notice must include a description of the proposal, the reasons for presenting the proposal at the annual meeting, the text of any resolutions to be presented, the shareholder’s name and address and number of shares held and any material interest of the shareholder in the proposal.

Director nominations and shareholder proposals that are late or that do not include all required information may be rejected. This could prevent shareholders from bringing certain matters before an annual or special meeting, including making nominations for directors.

Meeting of Shareholders

Under our Bylaws, meetings of the shareholders may be called only by the chairman of the board, vice chairman, the president or a majority of the Board of Directors. This provision could have the effect of delaying until the next annual shareholders’ meeting shareholder actions which are favored by the holders of a majority of our outstanding voting securities, because such holders would be able to take action as shareholders, such as electing new directors or approving a merger, only at a duly called shareholders’ meeting.

Amendment of Articles

Generally, our Articles may be amended by a plurality of the shares represented at a meeting where a quorum is present. Some provisions of the Articles, however, may only be amended or repealed by a vote of least two-thirds of the outstanding shares entitled to vote.

Indemnification

We indemnify our officers and directors to the fullest extent permitted under Virginia law against all liabilities incurred in connection with their service to us.

Limitation of Liability

Our Articles provide that our directors and officers will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors or officers, unless they violated their duty of loyalty to us or our shareholders, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper personal benefit from their action as directors or officers. This provision applies only to claims against directors of officers arising out of their role as directors or officers and not in any other capacity. Directors and officers remain liable for violations of the federal securities laws and we retain the right to pursue legal remedies other than monetary damages, such as an injunction or rescission for breach of the officer’s or director’s duty of care.