---




SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





---




FORM 10-K/A





(Mark One)


|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------




For the fiscal year ended December 31, 2001





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





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CONSOLIDATED NATURAL GAS COMPANY


(Exact name of registrant as specified in its charter)





Delaware (State or other
jurisdictionof incorporation or organization)

54-1966737 (I.R.S.
EmployerIdentification Number)





120 Tredegar Street Richmond,
Virginia (Address of principal executive offices)

23219 (Zip Code)





(804) 819-2000


(Registrants telephone number, including area code)





---




Securities registered pursuant to Section 12(b) of the Act:





Title of Each Class

Name of Each Exchange on Which Registered71/4% Notes due 2004

New York Stock Exchange6.0% Debentures due 2010

New York Stock Exchange6.8% Debentures due 2027

New York Stock Exchange65/8% Debentures due 2008

New York Stock Exchange67/8% Debentures due 2026

New York Stock Exchange73/8% Debentures due 2005

New York Stock Exchange65/8% Debentures due 2013

New York Stock Exchange53/4% Debentures due 2003

New York Stock Exchange7.8% Trust Preferred Securities, (cumulative) $25 par value

New York Stock Exchange





Securities registered pursuant to Section 12(g) of the Act:





None





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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  ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x





The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 1, 2002, was zero.





As of March 1, 2002 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.





THE REGISTRANT MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTION I.(1)(a) AND (b) OF FORM 10-K AND IS FILING THIS FORM 10-K UNDER THE REDUCED DISCLOSURE FORMAT.





---



---

Explanatory Note





Consolidated Natural Gas Companys (CNG) Form 10-K for the year ended December 31, 2001 has been amended due to the inadvertent omission of the last six pages (pages 81 through 86) of its filing
with the Securities and Exchange Commission via EDGAR. These pages were not omitted from electronic or paper copies posted or distributed by the company to its investors, bankers, and any others who have requested it. CNG is refiling Part IV in its
entirety and the Form 10-K signature page.




2




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PART IV





ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K





(a)   The following documents are filed as part of this Form 10-K:





1. Financial Statements





See Index on page 29.





2. Financial Statement Schedules





PageIndependent Auditors Report on Financial Statement Schedules

79Schedule ICondensed Financial Information of Registrant

80Schedule IIValuation and Qualifying Accounts

85





All other schedules are omitted because they are not applicable, or
the required information is shown in the financial statements or the related notes.





3.
Exhibits





SEC Exhibit Number

Description of Exhibit2.1

Amended and Restated Agreement and Plan of Merger, dated as of May 11, 1999, by and between Dominion Resources, Inc.
and Consolidated Natural Gas Company, (Exhibit 2, Form 8-K, dated May 20, 1999, File No. 1-3196, incorporated by reference).2.2

Joinder Agreement dated as of January 21, 2000 by and among Dominion Resources, Inc., Consolidated Natural Gas
Company, DRI New Sub I, Inc. and DRI New Sub II, Inc. (Exhibit (2A)(i) to Form 10-K for the fiscal year ended December 31, 2000, File No. 1-3196, incorporated by reference).3.1

Certificate of Incorporation of Consolidated Natural Gas Company (Exhibit (3A)(i) to Form 10-K for the fiscal year
ended December 31, 1999, File No. 1-3196, incorporated by reference).3.2

Certificate of Amendment of Certificate of Incorporation, dated January 28, 2000 (Exhibit (3A)(ii) to Form 10-K for
the fiscal year ended December 31, 1999, File No. 1-3196, incorporated by reference).3.2

Bylaws as in effect on December 15, 2000 (Exhibit 3B to Form 10-K for the fiscal year ended December 31, 2000, File
No. 1-3196, incorporated by reference).4.1

Indenture, dated as of May 1, 1971, between Consolidated Natural Gas Company and JP Morgan Chase Bank (formerly The
Chase Manhattan Bank and Manufacturers Hanover Trust Company) (Exhibit (5) to Certificate of Notification at Commission File No. 70-5012, incorporated by reference); Fifteenth Supplemental Indenture dated as of October 1, 1989 (Exhibit (5) to
Certificate of Notification at Commission File No. 70-7651, incorporated by reference); Seventeenth Supplemental Indenture dated as of August 1, 1993 (Exhibit (4) to Certificate of Notification at Commission File No. 70-8167, incorporated by
reference); Eighteenth Supplemental Indenture dated as of December 1, 1993 (Exhibit (4) to Certificate of Notification at Commission File No. 70-8167, incorporated by reference); Nineteenth Supplemental Indenture dated as of January 28, 2000
(Exhibit (4A)(iii), Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, incorporated by reference); Twentieth Supplemental Indenture dated as of March 19, 2001 (Exhibit 4(viii), Form 10-K for the fiscal year ended December
31, 2000, File No. 1-8489, incorporated by reference).




76




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SEC Exhibit Number

Description of Exhibit4.2

Indenture, dated as of April 1, 1995, between Consolidated Natural Gas Company and The Bank of New York (as successor
trustee to United States Trust Company of New York) (Exhibit (4) to Certificate of Notification at Commission File No. 70-8107); First Supplemental Indenture dated January 28, 2000 (Exhibit (4 A)(ii), Form 10-K for the fiscal year ended
December 31, 1999, File No. 1-3196, incorporated by reference); Securities Resolution No. 1 effective as of April 12, 1995 (Exhibit 2 to Form 8-A filed April 21, 1995 under File No. 1-3196 and relating to the 73/8% Debentures Due April 1, 2005); Securities Resolution No. 2 effective as of October 16, 1996 (Exhibit 2 to Form
8-A filed October 18, 1996 under file No. 1-3196 and relating to the 67/8% Debentures Due October 15,
2026); Securities Resolution No. 3 effective as of December 10, 1996 (Exhibit 2 to Form 8-A filed December 12, 1996 under file No. 1-3196 and relating to the 65/8% Debentures Due December 1, 2008); Securities Resolution No. 4 effective as of December 9, 1997 (Exhibit 2 to Form 8-A filed December 12, 1997 under file No. 1-3196 and
relating to the 6.80% Debentures Due December 15, 2027); Securities Resolution No. 5 effective as of October 20, 1998 (Exhibit 2 to Form 8-A filed October 22, 1998 under file No. 1-3196 and relating to the 6% Debentures Due October 15, 2010);
Securities Resolution No. 6 effective as of September 21, 1999 (Exhibit 4A(iv), Form 10-K for the fiscal year ended December 31, 1999, File No. 1-3196, and relating to the 71/4% Notes Due October 1, 2004).4.3

Indenture, dated April 1, 2001, between Consolidated Natural Gas Company and Bank One Trust Company, National
Association (Exhibit 4.1, Form S-3 File No. 333-52602, as filed on December 22, 2000, incorporated by reference); as supplemented by the Form of First Supplemental Indenture, dated April 1, 2001 (Exhibit 4.2, Form 8-K, File dated April 12,
2001, File No. 1-3196 incorporated by reference); Second Supplemental Indenture, dated October 25, 2001 (Exhibit 4.1, Form 8-K, dated October 23, 2001, File No. 1-3196, incorporated by reference); Third Supplemental Indenture, dated October 25, 2001
(Exhibit 4.3, Form 8-K, dated October 23, 2001, File No. 1-3196, incorporated by reference).4.4

Form of Indenture for Junior Subordinated Debentures, dated October 1, 2001, between Consolidated Natural Gas Company
and Bank One Trust Company, National Association (Exhibit 4.2, Form S-3 Registration No. 333-52602, as filed on December 22, 2000, incorporated by reference); as supplemented by the First Supplemental Indenture, dated October 23, 2001 (Exhibit 4.7,
Form 8-K, dated October 16, 2001, File No. 1-3196, incorporated by reference).4.5

Indenture, dated as of June 15, 1994, between Louis Dreyfus Natural Gas Corp., Dominion Oklahoma Texas Exploration
and Production, Inc. and The Bank of New York (as successor trustee to Bank of Montreal Trust Company) (filed herewith); as supplemented by the First Supplemental Indenture, dated as of November 1, 2001(Exhibit 4.7, Form 10-Q for the quarter ended
September 30, 2001, incorporated by reference).4.6

Indenture, dated as of December 11, 1997, between Louis Dreyfus Natural Gas Corp., Dominion Oklahoma Texas
Exploration & Production, Inc., and La Salle Bank National Association (formerly, LaSalle National Bank) (filed herewith); as supplemented by the First Supplemental Indenture, dated as of November 1, 2001 (Exhibit 4.9, Form 10-Q for the quarter
ended September 30, 2001, incorporated by reference).23

Consent of Ralph E. Davis Associates, Inc. (filed herewith).




77




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(b) Reports on Form 8-K:





1.  The Company filed a report on Form 8-K, dated November 14, 2001, relating to the acquisition of Louis
Dreyfus.





2.  The Company filed a report on Form 8-K/A, dated January 11, 2002, relating
to required financial statement disclosures for the Louis Dreyfus acquisition.





3.  The
Company filed a report on Form 8-K, dated January 29, 2002, relating to Dominions press release announcing unaudited results of operations for the fiscal year ended December 31, 2001.




78




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INDEPENDENT AUDITORS REPORT





To Board of Directors of


Consolidated Natural Gas Company


Richmond, Virginia








We have audited the consolidated financial statements of Consolidated Natural Gas Company (a wholly owned subsidiary of Dominion
Resources, Inc.) and subsidiaries (the Company) as of December 31, 2001 and 2000, and for each of the two years in the period ended December 31, 2001, and have issued our report thereon dated January 22, 2002; such report is included
elsewhere in the Form 10-K. Our audits also included the consolidated financial statement schedules of the Company as of December 31, 2001 and 2000 and for each of the two years in the period ended December 31, 2001, listed in Item 14. These
consolidated financial statement schedules are the responsibility of the Companys management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to
the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.





/s/ DELOITTE & TOUCHE LLP





Pittsburgh, Pennsylvania


January 22, 2002




79




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CONSOLIDATED NATURAL GAS COMPANY





SCHEDULE I  CONDENSED FINANCIAL INFORMATION OF REGISTRANT


CONDENSED STATEMENTS OF INCOME





Year Ended December 31,2001


2000


1999(Millions)Operating revenue

$



$



$
Operating expenses


(3
)


62



55Income from operations


3



(62
)


(55
)Other income


156



314



118Interest and related charges


168



174



137Income (loss) before income taxes


(9
)


78



(74
)Income taxes


(11
)


46



(21
)Equity in undistributed earnings of subsidiaries


389



212



190Net income

$
391


$
244


$
137





The accompanying notes are an integral part of the Condensed Financial
Statements.




80




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CONSOLIDATED NATURAL GAS COMPANY





SCHEDULE I  CONDENSED FINANCIAL INFORMATION OF REGISTRANT





CONDENSED BALANCE SHEETS





At December 31,2001

2000(Millions)ASSETSCurrent AssetsCash and cash equivalents

$


$
Accounts receivable  other


6


5Receivables from affiliates


38


25Advances from affiliates


969


967Derivative assets


13


Prepayments


53


15Total current assets


1,079


1,012Investments


6,088


3,941Deferred Charges and Other AssetsDerivative assets


26


Deferred income taxes


6


7Other


24


5Total deferred charges and other assets


56


12Total assets

$
7,223

$
4,965LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesShort-term debt

$
776

$
1,215Payables to affiliates


57


2Accrued interest


38


23Accrued taxes





18Other


1


3Total current liabilities


872


1,261Long-Term Debt


3,130


1,721Notes Payable toSubsidiary Trust


206


Deferred Credits and Other Liabilities


15


17Total liabilities


4,223


2,999Common Shareholders EquityCommon stock, no par value


1,816


1,816Other paid-in capital


936


40Accumulated other comprehensive income (loss)


82


(1
)Retained earnings


166


111Total common shareholders equity


3,000


1,966Total liabilities and shareholders equity

$
7,223

$
4,965








The
accompanying notes are an integral part of the Condensed Financial Statements.




81




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CONSOLIDATED NATURAL GAS COMPANY





SCHEDULE I  CONDENSED FINANCIAL INFORMATION OF REGISTRANT


CONDENSED STATEMENTS OF CASH FLOWS





Year Ended December 31,2001


2000


1999(Millions)Net Cash Flows From Operating Activities

$
294


$
16


$
205Cash Flows From (Used In) Investing ActivitiesMoney pool investments, net


(1
)


(361
)


(51
)Acquisition of subsidiaries capital stock


(6
)


(3
)


(119
)Repayment of long-term debt by subsidiaries


15



38



119Long-term debt financing of subsidiaries










(391
)Acquisition of DOTEPI, net of cash


(903
)






Sale of VNG






532



Other










(1
)Net cash from (used in) investing activities


(895
)


206



(443
)Cash Flows From (Used In) Financing ActivitiesIssuance of long-term debt


1,439







397Repayment of long-term debt


(270
)


(45
)


(121
)Issuance (repayment) of short-term debt, net


(435
)


527



126Dividends paid


(336
)


(704
)


(186
)Notes payable to affiliated companies


206







Other


(3
)






21Net cash from (used in) financing activities


601



(222
)


237Decrease in cash and cash equivalents










(1
)Cash and cash equivalents at beginning of period










1Cash and cash equivalents at end of period

$



$



$









The accompanying notes are an
integral part of the Condensed Financial Statements.




82




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CONSOLIDATED NATURAL GAS COMPANY





SCHEDULE I  CONDENSED FINANCIAL INFORMATION OF REGISTRANT





NOTES TO CONDENSED FINANCIAL STATEMENTS





Note
1.    Basis of Presentation





Pursuant to rules and regulations of the Securities and
Exchange Commission (SEC), the unconsolidated condensed financial statements of Consolidated Natural Gas Company (the Company) do not reflect all of the information and notes normally included with financial statements prepared in accordance with
generally accepted accounting principles. Therefore these financial statements should be read in conjunction with the consolidated financial statements and related notes included in the fiscal 2001 Form 10-K, Part II, Item 8.





Accounting for subsidiariesThe Company has accounted for the earnings of its subsidiaries under the equity method
in the unconsolidated condensed financial statements.





Income TaxesThe unconsolidated income tax
expense or benefit computed for the Company in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, reflects the tax assets and liabilities of the Company on a stand alone basis and the effect of
filing a consolidated U.S. tax return with its subsidiaries.





Note 2.    Long-Term Debt





At December 31,2001

2000(Millions)Long-Term DebtSenior Notes:5.75% to 7.375%, due 2003 to 2005


700


7005.375%, due 2006


500


6.25% to 6.875%, due 2007 to 2011


950


8.75%, due 2019(1)





846.875%, due 2026(2)


150


1506.0% to 6.8%, due 2008 to 2027


800


8003,100


1,734Unamortized discount and premium, net


30


(13
)Total long-term debt

$
3,130

$
1,721


---

|(1) |  | The Company redeemed the remaining $84 million Senior Notes in the first quarter of 2001.
|--- |  | -----------------------------------------------------------------------------------------

|(2) |  | At the exercised option of holders, the Company will be required on October 15, 2006 to purchase the Senior Notes due October 15, 2026 at 100% of the principal
amount plus accrued interest.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




The Companys scheduled principal payments of long-term
debt at December 31, 2001 are as follows (in millions):





2002

2003

2004

2005

2006

Thereafter

Total$ 

$150

$400

$150

$500

$1,900

$3,100




83




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CONSOLIDATED NATURAL GAS COMPANY





SCHEDULE ICONDENSED FINANCIAL INFORMATION OF REGISTRANT





NOTES TO CONDENSED FINANCIAL STATEMENTS(Continued)







Note 3.     Guarantees





The Company has guaranteed the performance of its subsidiaries under certain commodity and other contracts
and the long-term debt of one of its wholly owned subsidiaries. At December 31, 2001, such guarantees totaled $854 million and $294 million, respectively.





Note 4.     Dividends received from consolidated subsidiaries





The Company received dividends from its consolidated subsidiaries in the amounts of $338 million, $188 million and $243 million for the years 2001, 2000, and 1999, respectively.





The 1935 Act prohibits registered holding companies and their subsidiaries from paying dividends out of capital or unearned surplus except
when they have received specific SEC authorization. In January 2002, the Company filed an application with the SEC for relief from the restriction on paying dividends out of unearned surplus of DOTEPI, the subsidiary into which Louis Dreyfus was
merged. The request was for relief up to an amount equal to Louis Dreyfus retained earnings before the merger.




84




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CONSOLIDATED NATURAL GAS COMPANY





SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS





Column A



Column B

Column C


Column D


Column EDescription



Balance at Beginning of Period

Additions


Deductions


Balance at End of PeriodCharged to Expense


Charge to Other Accounts(Millions)Valuation and qualifying accounts which are deducted in the balance sheet from the assets to which the
apply:Allowance for doubtful accounts-customers

1999

$
23

$
26


$
3


$
31
(a)

$
212000


21


55



(1
)



24
(a)


512001


51


35








34
(a)


52Reserves:Discontinued operations

1999


9











7
(b)


22000


2


(2
)










2001

















Liability for workforce reductions

1999


10


11








12
(c)


92000


9











6
(c)


32001


3











3
(c)


Liabilities for restructuring and other merger-related costs:1999 PlanSeverance and related costs

1999





5







4
(c)


12000


1











1
(c)


2001

















2000 PlanSeverance and related costsinvoluntary

1999

















2000





31








18
(c)


132001


13



(2
)(d)



(2
)(e)



8
(c)


1Severance and related costsvoluntary

1999

















2000





2











22001


2










2



Lease termination and restructuring

1999

















2000





11








5
(c)


62001


6











5
(c)


1Other

1999

















2000





6








3
(c)


32001


3











2
(c)


12001 PlanSeverance and related costs

1999

















2000

















2001





13











13Lease termination and restructuring

1999

















2000

















2001





9







2



7


---

|(a) |  | Represents net amounts charged-off as uncollectible.
|--- |  | ----------------------------------------------------

|(b) |  | Represents operating losses incurred until disposal and liabilities paid.
|--- |  | -------------------------------------------------------------------------

|(c) |  | Represents payments for workforce reductions and/or restructuring liabilities.
|--- |  | ------------------------------------------------------------------------------

|(d) |  | Represents adjustments reflecting changes in estimates.
|--- |  | -------------------------------------------------------

|(e) |  | Represents transfer due to merger of the Companys service company into Dominions service company.
|--- |  | ---------------------------------------------------------------------------------------------------



85




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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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 COMPANYBy:

/s/      THOS. E. CAPPSThos. E. CappsChairman of the Board of Directors, President and ChiefExecutive Officer





Date: March 11 , 2002








Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on the 11 th day of March, 2002.





Name

Position/s/     THOS. E. CAPPS Thos. E. Capps

Chairman of the Board of Directors, President and Chief Executive Officer/s/     THOMAS F. FARRELL, II Thomas F. Farrell, II

Executive Vice President and Director/s/     DUANE C. RADTKE Duane C. Radtke

Executive Vice President and Director/s/     EDGAR M. ROACH, JR. Edgar M. Roach, Jr.

Executive Vice President and Director/s/     THOMAS N. CHEWNING Thomas N. Chewning

Executive Vice President and Chief Financial Officer/s/     STEVEN A. ROGERS Steven A. Rogers

Vice President and Controller (Principal Accounting Officer)







86




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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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 COMPANYBy:

/s/    STEVEN A.
ROGERSSteven A. RogersVice President and Controller (PrincipalAccounting Officer)





Date: September 10, 2002





CERTIFICATIONS





I, Thos. E. Capps,
certify that:





| | 1. |  | I have reviewed this annual report on Form 10-K/A of Consolidated Natural Gas Company;
| | -- |  | --------------------------------------------------------------------------------------




| | 2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date:     September 10, 2002


By:

/s/    THOS. E. CAPPSThos. E. CappsChairman of the Board of Directors,President and Chief Executive Officer





I, Thomas N. Chewning, certify that:





| | 1. |  | I have reviewed this annual report on Form 10-K/A of Consolidated Natural Gas Company;
| | -- |  | --------------------------------------------------------------------------------------




| | 2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date:     September 10, 2002


By:

/s/    THOMAS N. CHEWNINGThomas N. ChewningExecutive Vice Presidentand Chief Financial Officer