DOMINION RESOURCES INC /VA/
POS AM, 1996-09-05
ELECTRIC SERVICES
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As filed with the Securities and Exchange Commission on September 5, 1996
                                             File No. 33-58219
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                         POST-EFFECTIVE
                        AMENDMENT NO. 1
                               to
                            Form S-3
                     REGISTRATION STATEMENT
                             Under
                   THE SECURITIES ACT OF 1933
                                
                    Dominion Resources, Inc.
     (Exact name of registrant as specified in its charter)

  VIRGINIA                                    54-1229715
(State of Incorporation)           (I.R.S. Employer Identification No.)

          901 E. BYRD STREET, RICHMOND, VIRGINIA 23219
                         (804) 775-5700
(Address, including zip code, and telephone number, including area code, of
           registrant's principal executive offices)

          Linwood R. ROBERTSON, Senior Vice President
        W. H. RIGGS, JR., Assistant Corporate Secretary
                    DOMINION RESOURCES, INC.
          901 E. Byrd Street, Richmond, Virginia 23219
                         (804) 775-5700
(Name, address, including zip code, and telephone number, including area code,
                   of agent for service)
                                
                            Copy to:
                     ALLEN C. GOOLSBY, III
                      951 East Byrd Street
                    Richmond, Virginia 23219
                                
  If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. /   /

  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box.  /x/

                 Amending:  Part I - Prospectus
                                
Deregistering 803,973 shares of Common Stock (without par value)
                                <PAGE>

                         DEREGISTRATION

  In its Registration Statement on Form S-3 (File No. 33-58219), filed with
the Securities and Exchange Commission (the Commission) on March 24, 1995,
Dominion Resources, Inc. (Dominion Resources) registered 1,850,000 shares of
its Common Stock, without par value, for issuance to participants in the Stock
Purchase Plan for Customers of Virginia Power and North Carolina Power as in
effect for the period August 1995 through July 1996, with distribution of such
shares to participants in September 1996 (the Plan).

  The offering made pursuant to the Registration Statement (File No. 33-58219)
has been concluded.  Dominion Resources issued a total of 1,046,027
shares of Common Stock, without par value, under the Plan, and hereby
deregisters the remaining balance of 803,973 unissued shares  of Common Stock.
<PAGE>
                           SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment on Form S-3 and has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on the 5th day of September, 1996.

                                   DOMINION RESOURCES, INC.


                                   By      THOS. E. CAPPS*          
                                           Thos. E. Capps
                                   (Chairman of the Board of Directors,
                                   President and Chief Executive
                                   Officer)

     Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the registration statement has been signed below by the
following persons in the capacities and on the 5th day of September, 1996.

     Signature                         Title

JOHN B. ADAMS, JR.*
________________________
John B. Adams, Jr.                 Director


JOHN B. BERNHARDT*
________________________
John B. Bernhardt                  Director


THOS. E. CAPPS*
________________________
Thos. E. Capps                     Chairman of the Board of Directors,
                                   President, (Chief Executive Officer)
                                   and Director

BENJAMIN J. LAMBERT, III*
________________________
Benjamin J. Lambert, III           Director


RICHARD L. LEATHERWOOD*
________________________
Richard L. Leatherwood             Director


HARVEY L. LINDSAY, JR.*
________________________
Harvey L. Lindsay, Jr.             Director
<PAGE>

     Signature                         Title

KENNETH A. RANDALL*
________________________
Kenneth A. Randall                 Director


WILLIAM T. ROOS*
________________________
William T. Roos                    Director


FRANK S. ROYAL*
________________________
Frank S. Royal                     Director


JUDITH B. SACK*
________________________
Judith B. Sack                     Director


S. DALLAS SIMMONS*
________________________
S. Dallas Simmons                  Director


ROBERT H. SPILMAN*
________________________
Robert H. Spilman                  Director


LINWOOD R. ROBERTSON*
________________________
Linwood R. Robertson               Senior Vice President
                                   (Chief Financial Officer)

J. L. TRUEHEART*
________________________
J. L. Trueheart                    Vice President and Controller
                                   (Principal Accounting Officer)


*By W. H. RIGGS, JR.
________________________
W. H. Riggs, Jr.                   Agent for Service
(Attorney-in-Fact)                 




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