03-28594. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

November 7, 2003.

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 December 3, 2003, 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 December 3, 2003, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Dominion Resources, Inc., et al. (70-10155)

Dominion Resources, Inc. (“DRI”), a registered public-utility holding company, and Dominion Energy, Inc. (“DEI”), its direct, wholly owned nonutility subsidiary (together, “Applicants”), both located at 120 Tredegar Street, Richmond, Virginia 23219, have filed an application-declaration under sections 6(a), 7, 9(a), 10, 12 (b) and (d) and 13 of the Act and rules 53 and 54.

DRI and DEI propose to organize and acquire Dominion Wholesale, Inc. (“DWI”), as a subsidiary of DEI to assist their nonutility electric generation and gas-related subsidiaries in the procurement, storage and maintenance of materials, machinery, equipment, services and supplies (the “Equipment”) more cost effectively and, incidentally, to sell Equipment to unaffiliated third parties.

DRI and DEI have multiple subsidiaries, utility and nonutility, engaged in the generation of electricity.^[1] DRI and DEI state that DWI will provide (a) procurement, storage, maintenance and sales of Equipment to affiliated nonutility companies and (b) incidental sales of Equipment to unaffiliated third parties (“Inventory Services”). DEI will be the sole stockholder of DWI, acquiring all of its outstanding capital stock or other ownership interests directly. DEI would make an initial capital contribution to DWI of $1,000 and working capital needs of DWI would be funded through a combination of equity investments, capital advances or loans from DRI and/or DEI.

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

J. Lynn Taylor,

Assistant Secretary.

Footnotes

1.  DRI's principal utility subsidiaries are: (1) Virginia Electric and Power Company (“Virginia Power”), a regulated public utility engaged in the generation, transmission and distribution of electric energy in Virginia and northeastern North Carolina; (2) The Peoples Natural Gas Company (“Peoples”), a regulated public utility engaged in the distribution of natural gas in Pennsylvania; (3) The East Ohio Gas Company (“East Ohio”), a regulated public utility engaged in the distribution of natural gas in Ohio, and (4) Hope Gas, Inc. (“Hope”), a regulated public utility engaged in the distribution of natural gas in West Virginia. Virginia Power is a direct subsidiary of DRI. Consolidated Natural Gas Company (“CNG”) is a direct subsidiary of DRI and also a registered holding company, directly owning Peoples, East Ohio and Hope. DRI's nonutility activities are conducted through: (1) DEI, active, through its direct and indirect subsidiaries (together with DEI, the “DEI Companies”), in competitive electric power generation and in development, exploration and operation of natural gas and oil reserves; (2) direct and indirect subsidiaries of Virginia Power, engaged in acquiring raw materials for nuclear power stations owned and operated by Virginia Power, fuel procurement for Virginia Power, energy marketing and nuclear consulting services; (3) direct and indirect subsidiaries of CNG, engaged natural gas business (other than retail distribution), including transmission, storage and exploration and production; and (4) DRI's interest in Dominion Fiber Ventures LLC which owns Dominion Telecom, Inc., owner of a fiber optic network providing telecommunications and advanced data services. DRI recently announced its intention to sell its telecommunications assets. DRI has another nonutility subsidiary, Dominion Capital, Inc., a diversified financial services company with operating subsidiaries in commercial and residential lending and merchant banking businesses, which is being sold pursuant to Commission order. See Dominion Resources, Inc., Holding Co. Act Release Nos. 27113 and 27644 (December 15, 1999 and January 28, 2003, respectively).