01-4749. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

February 21, 2001.

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by March 16, 2001, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After March 16, 2001, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Consolidated Natural Gas Company (70-9841)

Consolidated Natural Gas Company (“CNG”), 120 Tredegar Street, Richmond, VA 23219, a registered public utility holding company, has filed a declaration with the Commission under sections 6(a)(2), 7(e) and 12(e) and rules 54,62(d) and 65 of the Act.

CNG became a wholly owned subsidiary of Dominion Resources, Inc. (“DRI”), also a registered holding company under the Act, as a result of a merger approved by the Commission on December 15, 1999 (HCAR No. 27113). CNG is engaged, throgh subsidiaries, in all phases of the natural gas business including distribution, transmission, exploration and production. CNG's three utility public subsidiaries, Dominion East Ohio, Dominion Peoples and Dominion Hope, serve approximately 1.7 million retail customers.

CNG seeks authorization to solicit consents and amend the indenture dated as of May 1, 1971, between CNG and the Chase Manhattan Bank, as successor Trustee (“1971 Indenture”) as supplemented by 19 supplemental indentures. In connection with a 20th supplemental indenture, CNG proposes to effect changes in the 1971 Indenture (“Amendments”). Currently there are three series of debentures outstanding under the 1971 Indenture as follows:^[1]

Debentures	Principal Amount
5 3/4% Debentures due August 1, 2003	$150,000,000
6 5/8% Debentures due December 1, 2013	150,000,000
8 3/4% Debentures due October 1, 2019	71,010,000
Total outstanding	371,010,000

CNG requests authority to solicit consents from holders of the 53/4% Debentures due August 1, 2003 and the 65/8% Debentures due December 1, 2013 (collectively, “Debentures”).^[2] CNG contemplates that a consent solicitation statement and accompanying materials (which consist of a consent letter, a form of beneficial owner proxy authorizing a registered owner to consent, a letter to nominees such as brokers and dealers and a form letter to be used by nominees to advise their clients of the consent solicitation) will be mailed or hand delivered to holders of the Debentures (“Debentureholders”). Debentureholders of 662/3% in principal amount of each series of Debentures and of all the Debentures collectively must consent to the amendments in order for them to become effective. If the required consents are received, CNG will pay a consent fee to each Debentureholder who has delivered a valid consent before the expiration date as set by CNG.

CNG also currently has outstanding $1,350,000,000 principal amount in debt securities under an indenture dated as of April 1, 1995 between CNG and United States Trust Company of New York, as trustee (“1995 Indenture”). CNG plans to amend the 1971 Indenture to remove certain covenant restrictions. CNG states the effect of these amendments will, in general, be to eliminate covenants and restrictions found in the 1971 Indenture but not in the 1995 Indenture.

Specifically, CNG proposes to amend the 1971 Indenture as follows: (1) Delete section 6.05, which imposes restrictions on the sale of common or voting shares; (2) delete section 6.06, which imposes restrictions on additional funded debt of CNG and its subsidiaries and preferred stock of subsidiaries; (3) delete section 6.07, which imposes other restrictions on additional funded debt and preferred stock of new subsidiary companies; (4) delete section 6.08, which imposes restrictions on the payment of dividends; (5) delete section 6.09, which imposes restrictions on consolidation, merger or transfer of property unless specified ratios are complied with; (6) delete section 6.10, which requires CNG to file officers' certificates evidencing compliance with certain of the provisions of sections 6.06 through 6.09,^[3] (7) CNG will agree for the benefit of the Debentureholders that it will comply with all covenants and restrictions in the 1995 Indenture; and (8) CNG will agree not to issue any additional debentures under the 1971 Indenture.

CNG states that neither the 1995 Indenture nor any of CNG's other credit arrangements contain restrictions of the kind imposed by sections 6.05 through 6.10 of the 1971 Indenture. CNG asserts the removal of these restrictions provides CNG with greater freedom to incur debt, pay dividends and engage in restructuring transactions that would otherwise be prohibited by the terms of the 1971 Indenture. CNG further asserts the amendments would update the terms of the 1971 Indenture to those generally accepted in capital markets for borrowers of the financial stature of CNG and DRI.

CNG requests that an order authorizing the solicitation of consents be issued as soon as practicable under rule 62(d).

For the Commission by the Division of Investment Management, pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  The three series of debentures are listed on the New York Stock Exchange and were authorized by the Commission. See Holding Co. Act Release No. 25800 (April 21, 1993) and Holding Co. Act Release No. 24896 (May 31, 1989).

2.  CNG states that the 83/4% Debentures due October 1, 2019 were called for redemption on February 16, 2001 at a redemption price of $103.42.

3.  Either some portions, or the entirety, of sections 6.05 through 6.10 may be deleted as a result of the proposed amendments.