DOMINION RESOURCES INC /VA/
35-CERT, 2000-02-07
ELECTRIC SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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Application of Dominion         )          CERTIFICATE PURSUANT TO
Resources, Inc. and             )          RULE 24 UNDER THE PUBLIC
Consolidated Natural Gas        )          UTILITY HOLDING COMPANY ACT
Company on Form U-1 (File       )          OF 1935
No. 70-9477)                    )
                                )

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     Pursuant to the  requirements  of Rule 24 under the Public Utility  Holding
Company Act of 1935, as amended (the "Act"), Dominion Resources, Inc. ("DRI"), a
Virginia  corporation,  certifies  that the merger of  Consolidated  Natural Gas
Company  ("CNG")  into DRI, as proposed  in the  Application/Declaration  to the
Commission  on Form U-1 (File No.  70-9477) of DRI and CNG,  and  authorized  by
order of the  Commission  in Public  Utility  Holding  Company  Act  Release No.
35-27113,  dated December 15, 1999, has been carried out in accordance  with the
terms   and   conditions   of  and  for   the   purposes   represented   by  the
Application/Declaration and of the Commission's order with respect thereto.



<PAGE>





                                    SIGNATURE

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935,  DRI has duly  caused this  Certificate  to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          Dominion Resources, Inc.


                                          By: /s/ James F. Stutts
                                              ------------------------------
                                              Name:  James F. Stutts
                                              Title: Vice President and
                                                     General Counsel

Dated:  February 7, 2000.



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