1

                SECURITIES AND EXCHANGE COMMISION
                     WASHINGTON, D.C. 20549

                           FORM 10-Q/A
          For the quarterly period ended March 31, 2000
               AMENDMENT TO APPLICATION OR REPORT
          Filed pursuant to Section 12, 13 and 15(d) of
               THE SECURITIES EXCHANGE ACT OF 1934
               __________________________________
                CONSOLIDATED NATURAL GAS COMPANY
     (Exact name of registrant as specified in its charter)

                  AMENDMENT NO. 1 TO FORM 10-Q

          For the quarterly period ended March 31, 2000

The undersigned registrant hereby amends its first quarter Form
10-Q for the period ended March 31, 2000 to include the
restatement of the Company's financial statements for the
quarterly period ended March 31, 2000 to reflect the recognition
of an impairment of certain equity investments and the accrual
for a probable equity contribution to such investments.

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment 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

August 24, 2000



               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                       ___________________

                           FORM 10-Q/A
                           ___________

      (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               (Zip Code)
              offices)

                             (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.


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 (Restated)
    and 1999                                                  1

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

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

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS               4

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

Note: The financial statements in this report reflect the restatement
of  the financial statements for the quarterly report ended March 31,
2000. See Note 11 to the consolidated financial statements.

PART I-FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

Consolidated Natural Gas Company
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (Thousands of Dollars)

                                                  Three Months Ended
                                                        March 31
                                                        1999     2000
                                                   Restated
                                                    Note 11
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                                        (15,767)    75,663
  Operating income                                   131,557   167,644
Other Income (Deductions)
Interest income                                          947       654
Loss on net assets held for sale                   (135,100)         -
Other-net                                              4,562     (145)
  Total other income (deductions)                  (129,591)       509
  Income before interest charges                       1,966   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 (Loss)                                  $(35,277)  $138,987


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

The Company had no material other comprehensive income
reportable in accordance with Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive
Income, during the periods.
ITEM 1.   FINANCIAL STATEMENTS (Continued)
Consolidated Natural Gas Company
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
                                                At           At
                                             March 31,     December 31,
                                                2000        1999
                                            (Unaudited)
                                            As Restated
                                             (Note 11)
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                       564,288     371,508
     Total current assets                    1,559,396   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                           $6,511,708  $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                           (134,917)   1,545,664
 Treasury stock, at cost                           -         (594)
     Total common stockholder's equity       2,297,251   2,376,310
Long-term debt                               1,764,115   1,763,678
     Total capitalization                    4,061,366   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                      220,368     149,413
     Total current liabilities               1,309,140   1,353,226
Deferred Credits
Deferred income taxes                          758,975     808,031
Accumulated deferred investment tax credits     19,035      19,524
Deferred credits and other liabilities         363,192     214,450
     Total deferred credits                  1,141,202   1,042,005

Commitments and Contingencies
     Total stockholder's equity and
     liabilities                            $6,511,708  $6,535,219

The Notes to Consolidated Financial Statements are an integral part of
this statement.
ITEM 1.                                  FINANCIAL STATEMENTS
(Continued)

Consolidated Natural Gas Company
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (Thousands of Dollars)

                                                  Three Months Ended
                                                      March 31
                                                  1999      2000

Cash Flows Provided by (or Used in) Operating Activities
Net income (loss)                              $(35,277)   $138,987
Adjustments to reconcile net income (loss)
 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)
   Loss on net assets held for sale              135,100          -
   Stock award amortization                            -      2,320
   Deferred income taxes-net                    (39,198)     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

__________

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

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:

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

ITEM 1.  FINANCIAL STATEMENTS  (Continued)

NOTES TO CONSOLIDATED 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.
ITEM 1.   FINANCIAL STATEMENTS (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(6)  At March 31, 2000, the Company's net assets held for sale
include the net assets of VNG of $342.0 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.

At March 31, 2000, the Company's net assets held for sale also
include the net assets of CNG International of $222.3 million.
CNG International engages in energy-related activities outside of
the United States and holds equity investments in Australia and
Argentina. Consistent with its strategy to focus on its core
business, in the first quarter of 2000, management committed to a
plan of disposal for CNG International. The total loss related to
CNG International, discussed below, for the three months ended
March 31, 2000 was $135.1 million ($87.8 million after tax).

In the three months ended March 31, 2000, the Company recognized
a pretax loss of $35.1 million ($22.8 million after taxes) to
write down the carrying amount of CNG International's Australian
investments to estimated fair value less cost to sell. The
Company's estimate is based principally on a discounted cash flow
analysis. In addition, the Company believes it is probable that,
as part of a sale, it will be required to make a $100 million
equity contribution pursuant to the Equity Contribution Agreement
discussed in Note 14 to the consolidated financial statements
included in the January 27, 2000 Form 8-K filed by CNG.
Accordingly, the Company has recognized a $100 million ($65
million after taxes) charge in the three months ended March 31,
2000. As a result, the Company has reduced the March 31, 2000
carrying value of CNG International's Australian investments and
recognized charges of $135.1 million ($87.8 million after-tax) in
the first quarter of 2000.

 (7) The Financial Accounting Standards Board has issued an
Exposure Draft proposing amendments to 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.

ITEM 1.   FINANCIAL STATEMENTS (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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:

Original Portfolio
                             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


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
and the impairment of CNG International's Australian investments
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>
ITEM 1.   FINANCIAL STATEMENTS (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<CAPTION>
                                                         Exploration
                                                             and            Corporate and
                               Distribution Transmission  Production   Other Eliminations   Total
 (In Thousands)
<S>                            <C>           <C>          <C>          <C>  <C>              <C>
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 (loss)                    95,387      47,754       31,312   2,105  (211,835)   (35,277)
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

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.

(10) Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q
     for the quarterly period ended March 31, 2000, the Company's management
     determined that an impairment loss on certain equity investments in Australia
     held by CNG International and an accrual for a probable equity contribution to
     such investments should have been recognized during the quarterly period ended
     March 31, 2000.  These items are more fully described in Note 6.  As a result,
     the financial statements for the quarterly period ended March 31, 2000 have been
     restated to properly recognize these amounts.  A summary of the significant
     effects of the restatement is as follows (amounts in thousands):
</TABLE>
                              As Previously         As
                                Reported         Restated
        As of March 31, 2000
        Net assets held for sale $593,788        $564,288
        Total assets            6,541,208       6,511,708
        Other current
        liabilities               120,368         220,368
        Deferred income taxes     804,275         758,975
        Retained earnings        (50,717)       (134,917)

        For the three months ended March 31, 2000
        Loss on net assets held
        for sale                  $......        $135,100
        Income tax expenses
        (benefit)                  31,533        (15,767)
        Net income (loss)          52,523        (35,277)

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.

Subsequent to the issuance of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000, the
Company's management determined that an impairment loss on
certain equity investments in Australia held by CNG International
and an accrual for a probable equity contribution to such
investments should have been recognized during the quarterly
period ended March 31, 2000.  These items are more fully
described in Note 6 to the consolidated financial statements.

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 cer
tain higher costs of operation.

Three Months Ended March 31, 2000 and 1999

System Results

The Company's net loss for the first three months of 2000 was
$35.3 million, compared with net income of $139.0 million in the
first three months of 1999. The net loss reflects primarily the
effects of restructuring and merger-related costs associated with
CNG's acquisition by Dominion and an impairment loss on a foreign
investment held for sale. Merger-related costs associated with
CNG's acquisition by Dominion and the impairment loss reduced net
income by $117.9 million and $87.8 million, respectively. See
Notes 3 and 6 to the consolidated financial statements. In
addition, operations were affected by comparatively milder
weather.  Weather in the first quarter of 2000 was 7 percent
warmer than 1999 and 12 percent warmer than normal resulting in
lower distribution sales and transmission transport volumes.
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.
ITEM 2.MANAGEMENT'S     DISCUSSION    AND     ANALYSIS     OF     RESULTS     OF
       OPERATIONS (Continued)

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.

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 percent 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 $91.4 million in the first quarter of 2000
reflecting lower pretax income as compared to the first quarter
of 1999.

Other Income (Deductions)

For the first quarter of 2000, the Company reported other
deductions of $129.6 million as compared to other income of $.5
million for 1999. Other deductions for the first quarter of 2000
reflect primarily the $135.1 million pretax loss recorded to
adjust the carrying amount of CNG International's Australian
assets and the accrual for a probable equity contribution
associated with these investments. See Note 6 to the Consolidated
Financial Statements and the Divestitures section below for more
information.

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

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.

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 percent 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.

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

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.

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.

Divestitures

CNG is required to spin-off or sell Virginia Natural Gas (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. 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.

CNG International engages in energy-related activities outside of
the United States and holds equity investments in Australia and
Argentina. Consistent with its strategy to focus on its core
business, in the first quarter of 2000, management committed to a
plan of disposal for CNG International. The Company recognized a
loss related to CNG International in the three months ended March
31, 2000 of $135.1 million ($87.8 million after tax). The Company
believes it is probable that, as part of a sale of its Australian
investments, it will be required to make a $100 million equity
contribution pursuant to the Equity Contribution Agreement
discussed in Note 14 to the consolidated financial statements
included in the January 27, 2000 Form 8-K filed by CNG. See Note
7 to the consolidated financial statements.

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   Restated 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.


                           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
                                          VicePresident
                                  Accounting and Financial Control

August 24, 2000