<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ___________________

                                    FORM 10-Q
                                   ___________

  (Mark one)

    X__       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2000

                                       or

    ___     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from ____ to ____

                          Commission File Number 1-3196


                        CONSOLIDATED NATURAL GAS COMPANY
             (Exact name of registrant as specified in its charter)



               DELAWARE                                   13-0596475
     (State or other jurisdiction of                   (I.R.S. Employer
      Incorporation or Organization)                   Identification No.)


           120 TREDEGAR STREET
           RICHMOND, VIRGINIA                                23219
(Address of principal executive offices)                  (Zip Code)

                                 (804) 819-2000
                         (Registrant's telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X  No __
                                         -

As of April 30, 2000, there were issued and outstanding 100 shares of the
registrant's common stock, without par value, all of which were held,
beneficially and of record, by Dominion Resources, Inc.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
<PAGE>

CONSOLIDATED NATURAL GAS COMPANY
FORM 10-Q QUARTERLY REPORT
For the Quarter Ended March 31, 2000


                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                              Page

ITEM 1.        FINANCIAL STATEMENTS

    CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
    for the Three Months Ended March 31, 2000 and 1999...........             1

    CONDENSED CONSOLIDATED BALANCE SHEETS
    at March 31, 2000 (Unaudited), and December 31, 1999.........             2

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
    for the Three Months Ended March 31, 2000 and 1999...........             3

    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
    for the Three Months Ended March 31, 2000 and 1999...........             4

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...................             5

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS      9

PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS............................................     13

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.............................     13
<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1.     FINANCIAL STATEMENTS

Consolidated Natural Gas Company
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (Thousands of Dollars)
<TABLE>
<CAPTION>

                                                               Three Months ended
                                                                     March 31
                                                            -----------------------
<S>     <C>

                                                               2000         1999

Operating Revenues
Regulated gas sales..............................           $  640,440   $  626,760
Nonregulated gas sales...........................              198,496      139,781
                                                            ----------   ----------
 Total gas sales.................................              838,936      766,541
Gas transportation and storage...................              181,565      184,222
Other............................................              149,090       79,050
                                                            ----------   ----------
 Total operating revenues........................            1,169,591    1,029,813
                                                            ----------   ----------

Operating Expenses
Purchased gas....................................              461,958      415,474
Liquids, capacity and other products purchased...               94,471       58,034
Restructuring and other merger-related costs.....              172,781            -
Operation expense................................              151,516      135,538
Maintenance......................................               20,154       24,039
Depreciation and amortization....................               98,111       87,320
Taxes, other than income taxes...................               54,810       66,101
                                                            ----------   ----------
 Subtotal........................................            1,053,801      786,506
                                                            ----------   ----------
 Operating income before income taxes............              115,790      243,307
Income taxes.....................................               31,533       75,663
                                                            ----------   ----------
 Operating income................................               84,257      167,644
                                                            ----------   ----------

Other Income (Deductions)
Interest income..................................                  947          654
Other-net........................................                4,562         (145)
                                                            ----------   ----------
 Total other income (deductions).................                5,509          509
                                                            ----------   ----------
 Income before interest charges..................               89,766      168,153
                                                            ----------   ----------

Interest Charges
Interest on long-term debt.......................               31,074       26,560
Other interest expense...........................                9,078        5,292
Allowance for funds used during construction                    (2,909)      (2,686)
                                                            ----------   ----------
 Total interest charges..........................               37,243       29,166
                                                            ----------   ----------

Net Income.......................................           $   52,523   $  138,987
                                                            ==========   ==========

</TABLE>
The Notes to Consolidated Financial Statements are an integral part of this
statement.

                                       1
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>

Consolidated Natural Gas Company
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
                                                                  At            At
                                                              March 31,     December 31,
                                                                2000           1999
                                                                     (Unaudited)
-----------------------------------------------------------------------------------------
<S>     <C>

ASSETS
Property, Plant and Equipment
Gas utility and other plant................................  $ 4,633,159    $ 4,648,120
Accumulated depreciation and amortization..................   (1,991,982)    (1,959,475)
                                                             -----------    -----------
     Net gas utility and other plant.......................    2,641,177      2,688,645
                                                             -----------    -----------
Exploration and production properties......................    4,582,313      4,392,319
Accumulated depreciation and amortization..................   (2,957,878)    (2,853,703)
                                                             -----------    -----------
     Net exploration and production properties.............    1,624,435      1,538,616
                                                             -----------    -----------
     Net property, plant and equipment.....................    4,265,612      4,227,261
                                                             -----------    -----------

Current Assets
Cash and temporary cash investments........................       39,610         93,891
Accounts receivable, less allowance for doubtful accounts..      575,352        526,902
Receivables from affiliated companies......................        7,231              -
Gas stored - current portion...............................       12,418         86,312
Materials and supplies.....................................       18,747         20,336
Unrecovered gas costs......................................       44,850         38,074
Deferred income taxes - current (net)......................            -            674
Prepayments and other current assets.......................      296,900        299,914
Net assets held for sale...................................      593,788        371,508
                                                             -----------    -----------
     Total current assets..................................    1,588,896      1,437,611
                                                             -----------    -----------

Regulatory and Other Assets
Other investments..........................................       96,792        353,795
Deferred charges and other assets..........................      589,908        516,552
                                                             -----------    -----------
     Total regulatory and other assets.....................      686,700        870,347
                                                             -----------    -----------
     Total assets..........................................  $ 6,541,208    $ 6,535,219
                                                             ===========    ===========

STOCKHOLDER'S EQUITY AND LIABILITIES
Capitalization
Common stockholder's equity
 Common stock, no par value................................  $ 2,391,888    $   263,858
 Capital in excess of par value............................       40,280        567,382
 Retained earnings.........................................      (50,717)     1,545,664
 Treasury stock, at cost...................................            -           (594)
                                                             -----------    -----------
     Total common stockholder's equity.....................    2,381,451      2,376,310
Long-term debt.............................................    1,764,115      1,763,678
                                                             -----------    -----------
     Total capitalization..................................    4,145,566      4,139,988
                                                             -----------    -----------

Current Liabilities
Commercial paper...........................................      549,226        685,731
Accounts payable...........................................      275,153        334,956
Estimated rate contingencies and refunds...................       39,787         44,914
Amounts payable to customers...............................            -          3,955
Payables to affiliated companies...........................        5,258              -
Taxes accrued..............................................      126,164        134,257
Deferred income taxes-current (net)........................        3,325              -
Temporary replacement reserve - gas inventory..............       89,859              -
Other current liabilities..................................      120,368        149,413
                                                             -----------    -----------
     Total current liabilities.............................    1,209,140      1,353,226
                                                             -----------    -----------

Deferred Credits
Deferred income taxes......................................      804,275        808,031
Accumulated deferred investment tax credits................       19,035         19,524
Deferred credits and other liabilities.....................      363,192        214,450
                                                             -----------    -----------
     Total deferred credits................................    1,186,502      1,042,005
                                                             -----------    -----------

Commitments and Contingencies
     Total stockholder's equity and liabilities............  $ 6,541,208    $ 6,535,219
                                                             ===========    ===========
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of this
statement.

                                       2
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>

Consolidated Natural Gas Company
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (Thousands of Dollars)
                                                                    Three Months ended
                                                                         March 31
                                                                   --------------------
<S>     <C>

                                                                        2000        1999
Cash Flows Provided by (or Used in) Operating Activities
Net income.......................................................  $  52,523   $ 138,987
Adjustments to reconcile net income to net cash
 provided by (or used in) operating activities
  Depreciation and amortization..................................     98,111      87,320
  Restructuring and other merger-related costs...................    170,296           -
  Pension cost (credit)-net......................................    (18,388)    (16,995)
  Stock award amortization.......................................          -       2,320
  Deferred income taxes-net......................................      8,102      23,828
  Changes in current assets and current liabilities
   Accounts receivable-net.......................................    (47,708)    (36,150)
   Receivables from affiliated companies consolidated............     (7,231)          -
   Inventories...................................................     75,483     104,670
   Unrecovered gas costs.........................................     (6,776)     10,771
   Accounts payable..............................................    (54,574)   (136,099)
   Payables to affiliated companies consolidated.................      5,258           -
   Estimated rate contingencies and refunds......................     (5,127)    (24,370)
   Amounts payable to customers..................................     (3,955)     (4,665)
   Taxes accrued.................................................     (7,519)      7,288
   Temporary replacement reserve-gas inventory...................     89,859     108,080
   Other-net.....................................................     78,882      51,881
   Net assets held for sale......................................     24,036           -
  Changes in other assets and other liabilities..................    (70,189)     10,673
  Other-net......................................................       (213)      1,932
                                                                   ---------   ---------
    Net cash provided by operating activities....................    380,870     329,471
                                                                   ---------   ---------

Cash Flows Provided by (or Used in) Investing Activities
Plant construction and other property additions
 Acquisition of exploration and production assets................   (106,270)    (62,279)
 Other...........................................................   (107,225)   (107,366)
Proceeds from dispositions of property, plant and equipment-net..      7,754      (1,334)
Cost of other investments........................................     (1,755)     (3,761)
                                                                   ---------   ---------
    Net cash used in investing activities........................   (207,496)   (174,740)
                                                                   ---------   ---------


Cash Flows Provided by (or Used in) Financing Activities
Repayments of long-term debt.....................................          -      (4,000)
Commercial paper-net.............................................   (134,791)   (169,084)
Dividends paid...................................................    (92,830)    (46,267)
Purchase of treasury stock.......................................        (34)    (11,121)
Sale of treasury stock...........................................          -       3,474
                                                                   ---------   ---------
    Net cash used in financing activities........................   (227,655)   (226,998)
                                                                   ---------   ---------
    Net decrease in cash and
     temporary cash investments..................................    (54,281)    (72,267)

Cash and Temporary Cash Investments at January 1.................     93,891     138,112
                                                                   ---------   ---------
Cash and Temporary Cash Investments at March 31..................  $  39,610   $  65,845
                                                                   =========   =========

Supplemental Cash Flow Information
Non-cash financing activities
 Issuance of common stock under benefit plans....................  $      29   $      88

</TABLE>

The Notes to Consolidated Financial Statements are an integral part of this
statement.

                                       3
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS (Continued)

Consolidated Natural Gas Company
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) (Thousands of Dollars)
                                               Three Months ended March 31
                                               ---------------------------
                                                      2000       1999

Net Income.......................................   $52,523   $138,987

Other comprehensive income, net of tax
 Foreign currency translation adjustment.........    (1,077)       620
                                                    -------   --------

Comprehensive Income.............................   $51,446   $139,607
                                                    =======   ========

The Notes to Consolidated Financial Statements are an integral part of this
statement.

                                       4
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS (Continued)

Consolidated Natural Gas Company
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) With the exception of the Condensed  Consolidated  Balance Sheet at December
31, 1999,  which is derived  from the  Consolidated  Balance  Sheet at that date
which was included in Exhibit I to  Consolidated  Natural Gas Company's  (CNG or
the  Company)  Form 8-K filed with the  Securities  and Exchange  Commission  on
January  27,  2000  (January  27,  2000 Form 8-K),  the  consolidated  financial
statements  are  unaudited.  In  the  opinion  of  management,  these  unaudited
consolidated  financial  statements  contain all  adjustments,  including normal
recurring  accruals,  necessary to present  fairly the financial  position as of
March 31,  2000,  and the  results  of  operations  and cash flows for the three
months ended March 31, 2000 and 1999.

Certain amounts in the 1999 consolidated financial statements have been
reclassified to conform to the 2000 presentation of revenues, royalty expense,
and production and reserves statistics. This change conforms CNG's presentation
to that widely used by the industry.

Because  a  major  portion  of the  gas  sold or  transported  by the  Company's
distribution and  transmission  operations is ultimately used for space heating,
both  revenues  and  earnings  are  subject to seasonal  fluctuations.  Seasonal
fluctuations are further  influenced by the timing of price relief granted under
regulation to compensate for past cost increases.

The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries,  with all significant  intercompany  transactions and accounts
being eliminated in consolidation.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  liabilities at the date of the financial statements and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

These financial  statements  should be read in conjunction with the consolidated
financial statements,  and notes thereto,  included in the January 27, 2000 Form
8-K.

(2) On January 28, 2000, Dominion Resources, Inc. (Dominion) acquired all of the
outstanding  shares  of CNG's  common  stock  for $6.4  billion,  consisting  of
approximately 87 million shares of Dominion common stock and approximately  $2.9
billion  of cash.  The  acquisition  was  completed  by  merging  CNG into a new
subsidiary of Dominion.  The name of the new Dominion  subsidiary was changed to
Consolidated Natural Gas Company at the time of the merger.

(3) Dominion and its subsidiaries  developed and began the  implementation  of a
plan to restructure the operations of the combined companies.  The restructuring
plan includes the following components:

     o  An involuntary severance program;

     o  A transition plan to implement operational changes to provide
        efficiencies, including the consolidation of post-merger operations and
        the integration of information technology systems;

     o  A voluntary early retirement program.

For the three months ended March 31, 2000, CNG recognized $172.8 million of
restructuring and other merger-related costs as discussed below:

Restructuring Liability Recognized At March 31, 2000

Dominion and its subsidiaries established a comprehensive involuntary severance
package for salaried employees whose positions will be eliminated. Severance
payments are based on the individual's base salary and years-of-service at the
time of termination. Under the restructuring plan, approximately 400 employee
positions at CNG and its subsidiaries have been identified for elimination.
Restructuring charges related to workforce reduction costs approximating $43.7
million were accrued in the first quarter of 2000, reflecting management's best
estimate of severance and related costs to be incurred under the plan. At March
31, 2000, a total of 131 positions had been eliminated, resulting in severance
payments totaling $748,000.

                                       5
<PAGE>
ITEM 1.   FINANCIAL STATEMENTS (Continued)

Other Restructuring and Merger-related Costs

Dominion has  implemented  a new hedging  strategy for its combined  operations.
Under its new strategy,  Dominion  created an enterprise risk  management  group
with  responsibility  for  managing   Dominion's   aggregate  energy  portfolio,
including the related commodity price risk, across its consolidated  operations.
Previously,   individual  business  segments  managed  their  respective  energy
portfolios  and related  price risk exposure on a  stand-alone  basis.  Dominion
management  believes this new structure  should result in a more  effective risk
management approach,  thus maximizing the value of Dominion's diversified energy
portfolio and market  opportunities.  As part of the  implementation  of the new
strategy,   Dominion  and  CNG  management   evaluated  CNG's  hedging  strategy
associated  with its oil and gas  operations in relation to Dominion's  combined
operations.  As a result of the  evaluation,  CNG  designated  its  portfolio of
derivative contracts that existed at January 28, 2000 as held for purposes other
than hedging for accounting purposes.  This action required such contracts to be
carried at fair value in the  balance  sheet  with  unrealized  gains and losses
included in the  determination of net income.  In addition,  the Company entered
into  "offsetting"  contracts  for  those  contracts  in the  January  28,  2000
portfolio  that would not be settled during the first quarter of 2000. The mark-
to-market  accounting  for these  contracts held for purposes other than hedging
resulted in the  recognition  of losses of $55.1  million  for the three  months
ended March 31, 2000. Due to the Company's establishing the offsetting portfolio
of derivative contracts, absent any not yet identified future losses from credit
risk exposure,  no additional  losses are expected to result as these derivative
contracts mature through 2003. See Note 8 for further discussion.

Settlement of certain employment  contracts due to change of control,  resulting
directly  from the merger,  totaled  $30.9  million.  The change of control also
required  payments of $25.7 million under seismic  licensing  agreements used in
the  Company's  oil and gas  operations.  Other  costs  included  merger-related
transaction costs and fees totaling $9.2 million and accelerated depreciation of
information  technology  systems  that will be  abandoned on January 1, 2001 and
related conversion costs of $5.0 million.

CNG is expected to incur additional  charges relating to restructuring and other
merger-related   activities  as  business   operations  are   consolidated   and
administrative functions are integrated.

Early Retirement Program

On January 28, 2000, Dominion and its subsidiaries announced an early retirement
program (ERP). This program is a voluntary program for all salaried employees of
CNG, excluding officers, and employees of Virginia Natural Gas (VNG) and CNG
International. The early retirement option will provide up to three additional
years of age and three additional years of employee service, subject to age and
service maximums under the retirement plan, for purposes of the benefit formula
under the retirement plan. Employees of CNG and its participating subsidiaries
who have attained age 52 and completed at least 12 years of service as of July
1, 2000 are eligible under the ERP. To elect early retirement, eligible
employees must notify the companies during the period from April 3 through May
17.

The expense and related  liability  associated  with the ERP will be  recognized
upon the Company's receipt of eligible  employees'  elections to accept the ERP.
Employees  who are  involuntarily  terminated  are also  eligible to elect early
retirement under the ERP. However, the amount of severance pay may be subject to
reduction as a result of the additional retirement plan benefits provided by the
ERP.  Whether  the ERP is made  available  to  employees  covered by  collective
bargaining  agreements  and the period for  electing to retire  under the ERP is
subject to discussion with union representatives. At March 31, 2000, the ERP had
been accepted by one union.

(4) There have been no significant  developments  with regard to commitments and
contingencies,  including environmental matters, as disclosed in Notes 17 and 18
to the consolidated  financial  statements included in the January 27, 2000 Form
8-K, nor have any  significant  new matters  arisen  during the first quarter of
2000.

(5) Certain increases in prices by the Company and other rate-making  issues are
subject to final modification in regulatory proceedings. The related accumulated
provisions  pertaining  to these matters were $37.6 million and $38.7 million at
March 31, 2000, and December 31, 1999,  respectively,  including interest. These
amounts  are  reported  in  the  Condensed   Consolidated  Balance  Sheet  under
"Estimated rate  contingencies  and refunds" together with $2.2 million and $6.2
million,  respectively,  which are primarily refunds received from suppliers and
refundable to customers under regulatory procedures.

                                       6
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(6) At March 31, 2000,  the  Company's net assets held for sale included the net
assets of VNG of $342.0 million and CNG International of $251.8 million.  CNG is
required  to  spin-off  or sell VNG  pursuant  to  conditions  set  forth by the
Virginia State Corporation Commission and Federal Trade Commission in connection
with their  approval  of the  acquisition  of CNG by  Dominion.  See Note 10 for
additional  information on the sale of VNG.  After Dominion  acquired CNG in the
first  quarter of 2000,  CNG  decided to sell CNG  International  as part of its
desire to focus on the United  States  oil and gas  markets.  CNG  International
engages in  energy-related  activities  outside  of the United  States and holds
equity investments in Australia and Argentina.

(7) The  Financial  Accounting  Standards  Board has  issued an  Exposure  Draft
proposing amendments to Statement of Financial  Accountings Standards (SFAS) No.
133, Accounting for Derivative  Instruments and Hedging Activities.  If adopted,
the  proposed  new   accounting   standard  will  become   effective   with  the
implementation   of  SFAS  No.  133.  The  Exposure  Draft   addresses   various
implementation  issues including  expanded  availability of exclusions of normal
purchase and normal sale agreements  from  classification  as  derivatives.  The
Company is in the process of assessing the impact and method of adoption of SFAS
No. 133 and has not estimated the  financial  impact of adoption.  To the extent
that any of the  contracts  are subject to fair value  accounting,  implementing
appropriate  hedging  strategies could possibly mitigate the potential impact on
earnings volatility.

(8) Dominion has implemented a new hedging strategy for its combined operations.
Under its new strategy,  Dominion  created an enterprise risk  management  group
with  responsibility  for  managing   Dominion's   aggregate  energy  portfolio,
including the related commodity price risk, across its consolidated  operations.
Previously,   individual  business  segments  managed  their  respective  energy
portfolios  and related  price risk exposure on a  stand-alone  basis.  Dominion
management  believes this new structure  should result in a more  effective risk
management approach,  thus maximizing the value of Dominion's diversified energy
portfolio and market opportunities.

As part of the  implementation of the new strategy,  Dominion and CNG management
evaluated CNG's hedging  strategy  associated with its oil and gas operations in
relation to Dominion's combined operations.  As a result of the evaluation,  CNG
designated  its  portfolio of derivative  contracts  that existed at January 28,
2000 as held for  purposes  other than  hedging for  accounting  purposes.  This
action required a change to mark-to-market accounting where derivative contracts
are carried at fair value in the balance sheet with any future  unrealized gains
and losses included in the determination of net income. At January 28, 2000, the
fair value of the  derivative  contracts  represented a net  unrealized  loss of
approximately  $ 69.8 million.  This net unrealized loss will be included in the
determination  of  net  income,  as  an  adjustment  to  revenues,  through  net
settlement  accounting as such contracts mature through 2003. At March 31, 2000,
approximately  $56.2  million  of the $69.8  million of net  hedging  losses are
included in Deferred Charges and Other Assets,  pending future settlement of the
related contracts.

In addition,  CNG entered into "offsetting" contracts for those contracts in the
January 28, 2000 portfolio that would not be settled during the first quarter of
2000. Up to the date that the offsetting  contracts were entered into, the mark-
to-market   accounting  for  the  original  portfolio  resulted  in  a  loss  of
approximately  $55.1  million for the three months ended March 31, 2000.  Due to
the Company's  establishing  the offsetting  portfolio of derivative  contracts,
absent any not yet  identified  future  losses  from credit  risk  exposure,  no
additional material losses are expected to result as these derivative  contracts
mature through 2003. Related to these contracts, a liability representing future
contract  settlements  of  approximately  $97.5  million is reported in Deferred
Credits and Other Liabilities at March 31, 2000.

The following chart  describes the contracts from the original  January 28, 2000
portfolio that have not yet matured,  for which  offsetting  contracts have been
entered, at March 31, 2000:

<TABLE>
<CAPTION>

          Original Portfolio
-------------------------------------------------------------------------------------------------------
<S>     <C>

                                              Related Commodity                        Contract
             Type of Instrument        Item                Quantity                    Maturity
-------------------------------------------------------------------------------------------------------

Options ("collars")                    Natural gas         90 Bcf, on a net basis      2003
                                       Oil                 3,850,000 barrels           2000


-------------------------------------------------------------------------------------------------------

Swaps                                  Natural gas        108        Bcf               2003
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       7
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the first quarter of 2000, Dominion began the implementation of the new
risk management strategy. Accordingly, CNG and its subsidiaries entered into new
derivative contracts and designated them as hedges of sales of future oil and
gas production. At March 31, 2000, unrealized gains and unrealized losses
related to these contracts were approximately $6.2 million and $14.1 million,
respectively. CNG's hedging portfolio of derivative contracts related to its oil
and gas exploration and production operations at March 31, 2000 follows:

          Current Hedging Portfolio

                                       Hedged Commodity
     Type of Instrument       Item             Quantity                 Maturity
--------------------------------------------------------------------------------

Options ("collars")      Natural gas      26.9  Bcf, on a net basis       2001
                         Oil              2,908,000  barrels              2001
--------------------------------------------------------------------------------

Swaps                    Natural gas      75.8  Bcf, on a net basis       2000

                         Oil              2,562,000  barrels              2000
--------------------------------------------------------------------------------

The net deferred losses at March 31, 2000 on the original  hedging  portfolio of
contracts  and  the  current  hedging  portfolio  of  contracts,  to the  extent
realized,  should  generally be offset by future sales  revenue from oil and gas
production.

(9) The Company is organized primarily on the basis of products and services
sold in the United States. For a detailed description of the Company's business
segments, reference is made to Note 19 to the consolidated financial statements
included in the January 27, 2000 Form 8-K. Corporate and Eliminations includes
the effects of the restructuring and other related costs for the first quarter
2000 as the individual segments were not held accountable for the charges. Note
that 1999 segment information has been restated to reflect the inclusion of
Dominion Field Services, Inc., formerly CNG Field Services Company, in the
Transmission segment (previously included in Other).

<TABLE>
<CAPTION>

                                                                              Exploration
                                                                                  and                   Corporate and
                                                  Distribution  Transmission  Production     Other      Eliminations       Total
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>

(In Thousands)
Three Months ended March
 31, 2000
---------------------------
Nonaffiliated operating revenues                      $727,746      $169,537     $203,846  $  55,077        $       -    $1,156,206
Affiliated operating
 revenues..................                              1,278        61,027       20,998     10,065          (79,983)       13,385
Operating income before income
 taxes.....................                            161,164        81,097       52,832      3,144         (182,447)      115,790
Net income.................                             95,387        47,754       31,312      2,105         (124,035)       52,523
Gas Sales (In Bcf).........                              102.2          23.0         44.4       16.5            (14.8)        171.3
Gas Transportation (In Bcf)                               73.6         240.0           .2          -            (51.7)        262.1


Three Months ended March
 31, 1999
---------------------------
Nonaffiliated operating revenues                      $708,812      $141,672     $130,241  $  49,088        $       -    $1,029,813
Affiliated operating revenues                            1,822        51,099       11,054         48          (64,023)            -
Operating income before income
taxes............                                      156,626        72,070       18,010       (525)          (2,874)      243,307
Net income.................                             90,556        42,573       10,834        264           (5,240)      138,987
Gas Sales (In Bcf).........                              107.4          14.4         39.3       13.6            (10.3)        164.4
Gas Transportation (In Bcf)                               65.6         252.7           .1          -            (60.3)        258.1

</TABLE>
(10) On May 8, 2000,  Dominion and CNG reached an agreement  with AGL  Resources
Inc (AGL)  regarding  the sale of VNG.  AGL will pay from $500  million  to $550
million in cash  depending  upon the final  structure  of the sale.  The parties
expect the sale to close by December 31, 2000.

                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

Forward-Looking Information

Certain matters discussed in this Form 10-Q, including  Management's  Discussion
and Analysis of Results of Operations, are "forward-looking statements" intended
to qualify  for the safe  harbors  from  liability  established  by the  Private
Securities Litigation Reform Act of 1995. These  forward-looking  statements can
generally  be  identified  as such  because  the context of the  statement  will
include  words such as  Consolidated  Natural Gas Company  (CNG or the  Company)
"believes,"  "anticipates,"  "expects"  or words of similar  import.  Similarly,
statements  that  describe the Company's  future plans,  objectives or goals are
also forward-looking  statements.  Such statements may address future events and
conditions  concerning  the Company's  acquisition by Dominion  Resources,  Inc.
(Dominion),  capital  expenditures,   earnings,  risk  management,   litigation,
environmental matters, rate and other regulatory matters,  liquidity and capital
resources,  and financial  accounting and reporting  matters.  Actual results in
each instance could differ  materially from those currently  anticipated in such
statements,   due  to  factors  such  as:  natural  gas  and  electric  industry
restructuring,  including  ongoing  state and federal  activities;  the weather;
demographics;  general economic  conditions and specific economic  conditions in
the Company's  distribution  service  areas;  developments  in the  legislative,
regulatory and competitive  environment in which the Company operates; and other
circumstances affecting anticipated revenues and costs.

RESULTS OF OPERATIONS

A major portion of the gas sold or transported by the Company's distribution and
transmission  operations  is  ultimately  used for space  heating.  As a result,
earnings are affected by changes in the weather.  Because most of the  operating
subsidiaries  are subject to price  regulation by federal or state  commissions,
earnings can be affected by  regulatory  delays when price  increases are sought
through general rate filings to recover certain higher costs of operation.

Three Months Ended March 31, 2000 and 1999

System Results

The Company's  net income for the first three months of 2000 was $52.5  million,
compared  with net income of $139.0  million in the first three  months of 1999.
The lower net income reflects the effect of comparatively milder weather and the
restructuring  and  merger-related  costs  associated with CNG's  acquisition by
Dominion.

Weather in the first quarter of 2000 was 7% warmer than 1999 and 12% warmer than
normal resulting in lower distribution sales and transmission transport volumes.
Merger-related  costs associated with CNG's  acquisition by Dominion reduced net
income by $117.9  million.  Higher oil and gas wellhead  prices,  increased  gas
production  and  higher  by-product  prices  were  positive  factors in the 2000
quarter.

Operating Revenues

Regulated gas sales revenues increased $13.7 million,  to $640.4 million, in the
first three months of 2000 compared to the prior year period due to higher sales
prices.  Average sales rates for all three customer groups increased compared to
the 1999 quarter  reflecting  higher  purchased  gas prices in first  quarter of
2000.  Sales volumes  decreased 4.9 billion cubic feet (Bcf) to 102.2 Bcf due to
milder  weather.  Sales  volumes  decreased for the  Company's  residential  and
commercial  customers,  while sales volumes increased for industrial  customers.
Nonregulated gas sales revenues increased $58.7 million, to $198.5 million, with
sales  volumes  increasing  11.8 Bcf to 69.1 Bcf, due in large part to increased
gas sales in 2000 by Dominion Field Services,  Inc., formerly CNG Field Services
Company.

Gas  transportation  and storage  revenues  decreased  $2.6 million in the first
three months of 2000,  to $181.6  million  reflecting  lower gas  transportation
volumes and slightly lower rates at Dominion  Transmission,  Inc.,  formerly CNG
Transmission  Corporation.  This decrease was partially  offset by increased gas
transportation  revenues at the Company's distribution  operations and increased
gas storage revenues.

                                       9
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
         (Continued)

Other  operating  revenues  increased $70.0 million in the first three months of
2000, to $149.1 million. Revenues from the sale of oil and condensate production
increased $12.4 million due to higher prices. Brokered oil sales increased $36.9
million  reflecting  relatively  flat  volumes  but a sharp rise in oil  prices.
Revenues from the sale of products  extracted  from natural gas increased  $17.2
million in the first  quarter of 2000 as a result of higher  by-  product  sales
prices.


Operating Expenses

Operating  expenses,  excluding  income taxes,  increased  $267.3 million in the
first three months of 2000, to $1.05  billion.  Purchased  gas  increased  $46.5
million,  to $462.0 million.  This increase reflects an approximate 10% increase
in average  gas prices  during the first  quarter  2000 as  compared to the 1999
quarter on relatively  flat volumes of gas purchased and withdrawn from storage.
Liquids, capacity and other products purchased increased $36.5 million, to $94.5
million,  due chiefly to increased  prices for oil purchased to satisfy brokered
oil sales.  Restructuring and other merger-related costs totaling $172.8 million
were  incurred in  connection  with CNG's  acquisition  by Dominion in the first
quarter of 2000 (see Note 3 to the consolidated financial statements).  Combined
operation  and  maintenance  expense  in the first  quarter  of 1999 was  $171.6
million,  an increase of $12.0 million compared to the prior year quarter.  This
increase  reflects  primarily an increased  accrual for  uncollectible  customer
accounts as a result of  conforming  CNG's  credit  policy to that of  Dominion.
Depreciation and  amortization  increased $10.8 million,  to $98.1 million,  due
chiefly to the acquisition of additional  producing  properties in late 1999 and
early 2000. Taxes,  other than income taxes,  decreased $11.3 million,  to $54.8
million,   reflecting  lower  Ohio  excise  taxes  and  the   discontinuance  of
Pennsylvania  gross  receipts tax as of January 1, 2000.  This decrease in gross
receipts taxes was accompanied by a decrease in revenues as customer collections
for this tax ceased for gas services provided on or after January 1, 2000.

Income taxes  decreased  $44.1 million in the first  quarter of 2000  reflecting
lower  pretax  income  and a higher  effective  tax rate  compared  to the first
quarter of 1999.

Interest Charges

Total  interest  charges  increased in the first quarter of 2000, as compared to
the prior year quarter,  reflecting  higher levels of long-term  debt and higher
interest rates on commercial paper during the comparative periods.

In connection  with the discussion of results of  operations,  reference is also
made to Note 5, 8 and 9 to the consolidated financial statements.

Business Segment Results

Distribution

Operating  income before  income taxes of the gas  distribution  operations  was
$161.2 million for the first three months of 2000, up $4.6 million from the same
quarter in 1999. This moderate  increase  reflects higher gas transport  volumes
and higher  average  sales  rates in first  quarter  2000  compared  to the 1999
quarter.  These  factors  helped  offset  the  effect  of lower gas sales due to
comparatively milder weather in the 2000 quarter. Total distribution  throughput
in the first quarter of 2000 increased 2.8 Bcf, to 175.8 Bcf,  reflecting  lower
residential and commercial gas sales volumes due to comparatively milder weather
offset by increased  transport  volumes,  primarily to industrial and off-system
customers.  Average sales rates were higher for all customer classes, reflecting
higher purchased gas costs.

                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
         (Continued)

Residential  gas sales  volumes  decreased  5.1 Bcf in the first three months of
2000 to 78.0 Bcf due to the milder weather in the 2000 quarter. The distribution
operations  transported  8.1 Bcf of gas for  residential  customers in the first
quarter of 2000, compared to 7.7 Bcf in 1999. Sales to commercial  customers did
not change  materially from first quarter 1999 levels while volumes  transported
to these  customers  increased  1.6 Bcf to 19.7 Bcf.  Total sales to  industrial
customers  was also flat for the first  quarter of 2000  compared with the prior
year while transport volumes were up 3.7 Bcf to 41.8 Bcf.  Off-system  transport
volumes increased 2.3 Bcf in the first quarter 2000 to 4.0 Bcf.

Transmission

Operating income before income taxes of the gas  transmission  operations in the
first quarter of 2000 was $81.1 million, up $9 million from $72.1 million in the
first quarter 1999.  These results  primarily  reflect higher prices for natural
gas  by-products  and lower taxes other than income  taxes  partially  offset by
lower gas transport  revenues.  Dominion Field Services,  Inc. recorded a pretax
operating  loss in the first  quarter 2000 due to the  bankruptcy  of one of its
customers,  and  produced a moderate  contribution  to operating  income  before
income taxes for the 1999 quarter.

Gas transportation  revenues decreased  approximately $9.8 million for the first
quarter  2000  reflecting  a decrease  in  transport  volumes of 12.7 Bcf,  or 5
percent,  due largely to milder weather in the first quarter of 2000 as compared
to the prior year  quarter.  Revenues  from the sale of natural gas  by-products
increased  $12.8  million for the first  quarter of 2000 as compared to the same
quarter in 1999  reflecting  sharply higher prices for all products,  which more
than offset a 9% decrease in volumes.

Exploration and Production

The  exploration  and production  operations  reported  operating  income before
income  taxes of $52.8  million in the first three  months of 2000,  compared to
$18.0  million in the first  quarter of 1999.  Operating  results  for the first
quarter  of 2000  reflect  higher  gas and oil  wellhead  prices and a 9 percent
increase in gas production.

The Company's average gas wellhead price was $2.56 per thousand cubic feet (Mcf)
in the 2000  first  quarter,  $.50 per Mcf  higher  than the 1999  quarter.  Gas
production  in the first three months of 2000 was 40.1 Bcf, up 3.5 Bcf from 36.6
Bcf in 1999. The Company's  average oil price was $14.67 per barrel in the first
quarter of 2000,  compared to $8.28 in the prior year period.  Oil production of
1.9 million  barrels in the first  quarter of 2000 did not change  significantly
from first quarter 1999 levels.

Other

Operating  income before income taxes for "Other"  increased $3.7 million in the
first  quarter of 2000  compared  to the prior  year  period  reflecting  higher
operating income at CNG Retail.

Other Information

Year 2000

CNG  experienced a successful  transition to the Year 2000 and through  February
29, 2000. The Company's natural gas production,  transmission,  and distribution
systems  continued to operate  smoothly  through the transition  periods.  CNG's
customers have not experienced natural gas service  interruptions as a result of
a Year 2000 problem.  The Company  expects no significant  Year 2000 problems in
the future.

Year  2000  costs of $13  million  have  been  expended  as of March  31,  2000.
Additional costs for the remainder of 2000 are anticipated to be insignificant.

CNG cannot  estimate or predict the potential  adverse  consequences  that could
result from a third party's failure to effectively  address  remaining Year 2000
issues,  if any, but believes  that any impact would be short-term in nature and
would not have a material adverse impact on results of operations.

                                       11
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
         (Continued)

Restructuring Costs

CNG is expected to incur additional charges relating to restructuring and other
merger-related activities as business operations are consolidated and
administrative functions are integrated. The planned workforce reductions and
the accelerated depreciation in 2000 of information technology systems that will
be abandoned on January 1, 2001 should avoid future annualized operating costs
of approximately $38 million that would have otherwise been incurred.

                                       12
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

As previously  reported,  the Company and the  directors  party to the suit were
served with a purported  Class  Action  Complaint,  Civil  Action No.  17114-NC,
styled Gerold Garfinkel v. Raymond E. Galvin, Paul E. Lego, Margaret A. McKenna,
William S. Barrack,  Jr., Steven A. Minter, J. W. Connolly,  George A. Davidson,
Jr., Richard P. Simmons, and Consolidated Natural Gas Company. On or about March
15, 2000, the Parties submitted a Stipulation of Dismissal to the Court.

A  class  action  was  filed  by  Quinque   Operating  Co.  and  others  against
approximately  300  defendants,   including  the  Company  and  several  of  its
subsidiaries,  in Stevens County Kansas.  The cases have been  consolidated with
the Grynberg  case, as  previously  reported,  and have been stayed  pending the
ruling on the motion to dismiss.

CNG's interstate natural gas pipeline,  Dominion Transmission,  Inc. is involved
in  several  proceedings  before  the  Enforcement  Section of the Office of the
General Counsel at the Federal Energy Regulatory  Commission.  These proceedings
concern an audit of Dominion Transmission's  compliance with marketing affiliate
regulations,  certain storage well drilling  practices,  and a matter  affecting
capacity  allocation  for the  pipeline's  services.  These  proceedings  are in
various  stages of  discovery,  and their  outcome  cannot be determined at this
time. The Company does not anticipate  that these  proceedings  will result in a
material adverse effect to the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)Exhibits:

10  Dominion Resources, Inc. Incentive Compensation  Plan, as restated effective
    April 16, 1999 (Exhibit 10(xiv), Dominion  Resources, Inc. Form 10-K for the
    fiscal  year  ended  December 31,  1999, File  No.  1-8489,  incorporated by
    reference).

27  Financial Data Schedule (filed herewith).

(b) Reports on Form 8-K;

The Company filed a Current Report on Form 8-K/A, dated April 4, 2000,  relating
to the change in certifying accountant for the Company.

                                       13
<PAGE>

                                 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 thereunto duly authorized.



                                       CONSOLIDATED NATURAL GAS COMPANY
                                       --------------------------------
                                                 (Registrant)


                                           /s/ S. R. McGreevy
                                       --------------------------------
                                          S. R. McGreevy, Vice President,
                                          Accounting and Financial Control

May 12, 2000