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PRICING SUPPLEMENT Filing under Rule 424(b)(5)
File No. 33-60271
PROSPECTUS SUPPLEMENT NO. 4
DATED NOVEMBER 20, 1998
TO PROSPECTUS DATED JUNE 30, 1995
VIRGINIA ELECTRIC AND POWER COMPANY
MEDIUM-TERM NOTES, SERIES F - FIXED RATE NOTE
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
PRESENTING AGENT: GOLDMAN, SACHS & CO.
ACTING AS: AGENT ( ) PRINCIPAL (X)
IF ACTING AS PRINCIPAL, NOTES WI LL BE RESOLD TO THE PUBLIC AT:
(X) A FIXED PRICE OF 100% OF PRINCIPAL
( ) VARYING PRICES BASED ON MARKET RATES
IF ACTING AS AGENT, NOTES WILL BE SOLD AT ___________% OF PRINCIPAL
Principal Amount: ...................................$ 40,000,000
Presenting Agent's Commission: ..................$ 250,000
Net Proceeds to the Company: ..................$ 39,750,000
Interest Rate:....................................... 5.73%
Original Issue Date:................................. 11/25/98
Stated Maturity: ................................... 11/25/08
Specified Currency (U.S. Dollars unless noted):
Authorized Denominations (if other than U.S. $1,000
and integral multiples thereof): .........
Initial Redemption Date: ..........................
Initial Redemption Percentage: ..................
Annual Redemption Percentage Reduction: .........
Limitation Date: ...................................
Refunding Rate: ...................................
Interest Payment Dates (if other than January 1
and July 1 of each year):..................
Additional Terms (if any): ..........................
(X) BOOK ENTRY NOTE ( ) CERTIFICATED NOTE
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EXPERTS
The financial statements included in the Company's 1997 Annual Report
on Form 10-K have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report in such Form 10-K. Such financial statements have been
so incorporated in reliance upon the report of Deloitte & Touche LLP, also
incorporated herein by reference, which report is given upon their authority as
experts in accounting and auditing.
Legal conclusions relating to the Company's franchises and title to its
properties in the Company's Annual Report on Form 10-K and legal conclusions
UNDER DESCRIPTION OF THE NOTES in the Prospectus, including limitations upon the
Company's issuance of bonds, have been reviewed by McGuire, Woods, Battle &
Boothe LLP, Richmond, Virginia except that insofar as matters relating to title
to properties are governed by the laws of West Virginia, they have been reviewed
by Jackson & Kelly, Charleston, West Virginia. The statements are included on
the authority of such firms, respectively, as experts.
LEGAL OPINIONS
Certain legal matters in connection with the Notes will be passed on
for the Company by McGuire, Woods, Battle & Boothe LLP, Richmond, Virginia, and
for any underwriters, dealers or agents by Mays & Valentine, L.L.P., Richmond,
which also performs certain legal services for the Company on other matters.
