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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
: CERTIFICATE
In the Matter of : OF
: NOTIFICATION
DOMINION RESOURCES, INC. : NO. 2
Richmond, Virginia :
: TRANSACTIONS
File No. 70-9517 : DURING PERIOD
:
(Public Utility Holding Company Act of 1935) : April 1, 2000
: through
: June 30, 2000
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
By order dated December 15, 1999 (HCAR No. 27112) (the "Order") in the
above captioned proceedings, the Securities and Exchange Commission
("Commission") permitted the Application-Declaration of Dominion Resources,
Inc. ("Dominion"), an exempt holding company, and Consolidated Natural Gas
Company ("Old CNG"), a registered holding company, to become effective.
Concurrently, by order dated December 15, 1999 (HCAR No. 27113), the
Commission authorized the merger (the "Merger") of Old CNG into a wholly-
owned subsidiary of Dominion, which subsidiary as the survivor of the
merger changed its name to Consolidated Natural Gas Company ("CNG"). The
Merger was consummated on January 28, 2000. The Order authorized post-
Merger financings for Dominion and CNG, and requires the filing by Dominion
of certain certificates of notification pursuant to Rule 24. This
certificate provides financial information for the second quarter of 2000
with respect to Dominion and its wholly-owned subsidiaries, including
Dominion Energy, Inc. ("DEI"), Dominion Capital, Inc. ("DCI"), and Virginia
Electric Power Company ("Virginia Power"), and subsidiaries of DEI, DCI and
Virginia Power.
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Rule 52 transactions occurring during the quarter, if any, are reported
on Forms U-6B-2 filed as exhibits to this certificate.
I. FINANCING BY DOMINION
A. Sale of Dominion Common Stock
There were no new issues of common stock during the period.
B. Short Term Debt
During the period, Dominion, Virginia Power and DCI issued and
sold commercial paper. The maximum principal amount of each such
company's commercial paper outstanding at any time during this
period and the principal amount of commercial paper of each company
outstanding on June 30, 2000 were as follows.
Maximum Principal Amount
Outstanding as of 6/30/00
(thousands) (thousands)
___________ ________________
Dominion $4,137,878 $3,451,259
Virginia Power 458,687 444,187
DCI 394,878 324,562
In June 2000, Dominion entered into a credit facility agreement
that supports the combined commercial paper programs of CNG,
Virginia Power and Dominion. This new facility replaced the
following facilities:
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$300 million Second Amended and Restated Short Term Credit
Agreement of Dominion
$200 million Virgina Power Amended and Restated 364-Day Credit
Agreement
$1 billion CNG Credit Agreement
$400 million DEI Multi-Currency Credit agreement
The new credit facility will allow aggregate borrowings by Virginia
Power, Dominion and CNG up to $1.75 billion. Subject to the
maximum aggregate limit of $1.75 billion, Virginia Power and CNG
may borrow up to the full commitment and Dominion may borrow up to
$750 million. Although CNG and Virginia Power each have access to
the full $1.75 billion, they will operate within internally
allocated limits of $850 million and $200 million, respectively.
The transaction results in a replacement of four earlier individual
credit agreements as permitted by the Order.
C. Long-Term Debt
On June 21, 2000 Dominion sold $700,000,000 principal amount of
2000 Series A 8-1/8% Senior Notes Due 2010 through an underwritten
public offering. The price to the public was 99.903%, the
underwriting discount was 0.65% and the proceeds to Dominion was
$694,771,000 (99.253%). The underwriters were Merrill Lynch & Co.,
Morgan Stanley Dean Witter, ABN AMRO Incorporated, Banc One Capital
Markets, Inc. and Wachovia Securities, Inc. The sale occurred
pursuant to Dominion's shelf Registration Statement No. 333-93187.
The registration statement and the Rule 424(b) prospectus, filed
with the Commission on June 22, 2000, are hereby incorporated by
reference.
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II. EQUITY INVESTMENTS IN, AND GUARANTIES AND OTHER CREDIT SUPPORT BY
DOMINION FOR OR ON BEHALF OF DEI, DCI AND/OR THEIR SUBSIDIARIES
A. Equity Investments
There were no equity investments by Dominion in DEI, DCI and/or
their subsidiaries during the period.
B. Guaranties and Other Credit Support
Dominion has issued guaranties to various third party creditors
in relation to repayment of debt by certain of its subsidiaries and
in relation to electric power or gas purchases or delivery
performances of its subsidiaries. The estimated total exposure on
these guaranties as of June 30, 2000 is approximately $781 million,
and the subsidiaries' debt subject to such guarantees totaled $406
million.
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III. RULE 52 TRANSACTIONS BY VIRGINIA POWER AND ITS SUBSIDIARIES
There were no Rule 52 transactions by Virginia Power and its
subsidiaries during the reporting period.
SIGNATURE
The undersigned registered holding company has duly caused this
quarterly Rule 24 Certificate of Notification to be signed on its behalf by
its attorney subscribing below duly authorized pursuant to the Public
Utility Holding Company Act of 1935.
DOMINION RESOURCES, INC.
By N. F. Chandler
Its Attorney
Dated August 29, 2000
