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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                   FORM 8-K


                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)        February 20, 1995     



                      Virginia Electric and Power Company                     
           (Exact name of registrant as specified in its charter)


         Virginia                      1-2255                  54-0418825     
 (State of other juris-            (Commission            (IRS Employer
  diction of Incorporation)         File Number)           Identification No.)


   One James River Plaza, Richmond, Virginia                 23261-6532   
    (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code        (804) 771-3000


                                                                              

      (Former name or former address, if changed since last report.)

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ITEM 5.  OTHER EVENTS

     On February 20, 1995, Dominion Resources, Inc. (DRI), Virginia Electric
and Power Company (Virginia Power) and the Staff of the State Corporation
Commission of the Commonwealth of Virginia (the Staff), by counsel filed a
Joint Motion in Case No. PUE940051 relating to the investigation of Dominion
Resources, Inc. and Virginia Electric and Power Company that stated:

     DRI and Virginia Power consent to the entry of the Consent Order because
it addresses, on a mutually agreeable basis, certain controversies among DRI,
Virginia Power and the Commission covered by the Consent Order and will allow
DRI and Virginia Power to proceed together to achieve the purposes of their
August 15th Settlement Agreement and to implement their December 21, 1994
Joint Response To Interim Report of Staff and Consultants, all in the spirit
of cooperation and an improved relationship with the Commission that will
benefit all affected interests.  Agreement to entry of the Consent Order is
without prejudice to any position taken by any of DRI, Virginia Power or the
Staff with respect to such controversies, or which may be taken in future, and
does not constitute a waiver of any such positions.


     On February 20, 1995, the State Corporation Commission (the Commission)
entered the following Consent Order:

     On this day, came the Staff of the Commission, Dominion Resources, Inc.
(DRI) and Virginia Electric and Power Company (Virginia Power), and moved the
Commission to enter an order herein, to which DRI and Virginia Power consent,
which would establish certain conditions, limitations and prohibitions
regarding the corporate relationships between DRI and Virginia Power.
     The Commission, having considered the motion, and the consent of DRI and
Virginia Power, finds the entry of such an order to be in the public interest,
and will accordingly grant the motion.
     UPON CONSIDERATION WHEREOF, IT IS ORDERED THAT:
     1.  DRI, and any successor in interest thereof, is hereby enjoined, and
without prior written approval of the Commission, from: (a) eliminating the
board of directors of Virginia Power; (b) acting in the place of or in
substitution for the board of  directors or officers of Virginia Power; (c)
making any change in the composition, size, or membership of the board of
directors of Virginia Power; (d) amending the Articles of Incorporation or    
by-laws of Virginia Power; or (e) taking any other action which would be
inconsistent with the provisions of paragraphs 1 or 2 of this order.
     2.  Virginia Power's board of directors shall be the sole body
responsible for the hiring, retention, management and supervision of the
officers of Virginia Power, for the exercise of all corporate powers, and for
the management of the business and affairs of said corporation.  Nothing
herein shall prevent DRI or Virginia Power from undertaking joint actions not
inconsistent with the provisions of this order.
     3.  Unless sooner modified or vacated by the Commission, this order shall
remain in effect until 12:01 a.m., July 2, 1996.


     On February 20, 1994, Delegate Clinton Miller, R-Shenandoah County,
issued a news release announcing that he was withdrawing a bill he had
sponsored at the request of the Commission.  House Bill 2447 would have
affirmed the Commission's authority to take action in disputes involving
public utilities owned by separate holding companies, but it had drawn heavy
opposition from DRI, parent of Virginia Power, the state's largest electric
company.





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     Miller dropped the proposal after DRI and Virginia Power asked for an
order the Commission entered today in a pending investigation of the two
companies' corporate relationships.  The consent decree prevents DRI from
taking steps such as removing Virginia Power's board members or officers, or
amending Virginia Power's by-laws, without Commission approval.  The order is
effective until July 2, 1996.

     In a statement, Miller said: "The Commission needs the authority which my
bill would have provided.  Though it was prompted by the recent dispute
between Dominion Resources and Virginia Power, the potential problems it
addressed are certainly not unique to those two companies.  I think
legislation like this will still be necessary sooner or later.  After
reviewing today's order from the Commission, I congratulate these companies
for voluntarily accepting these conditions.  If they can't find a long term
solution to their problems while these rules are in effect, there will be time
for legislation to be enacted at the next General Assembly, and that law will
become effective before the order expires in July, 1996.  I would be glad to
sponsor such a bill."

     In responding to Del. Miller's action, Tyndall Baucom, President of
Dominion Resources, said he was gratified that the bill had been withdrawn,
since DRI felt it would have represented an unwarranted expansion of the power
of the Commission over utility holding companies.  Baucom said: "I believe
today's Commission order, which has a limited life, is a better solution to a
temporary problem than putting a new law on the books, and that is why
Dominion agreed to these restrictions.  Also, this order allows the companies
to get on with what needs to be done -- to proceed with our Settlement
Agreement and get our full attention back to serving our customers and
shareholders."



                                SIGNATURES

     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 hereunto duly authorized.


                                       VIRGINIA ELECTRIC AND POWER COMPANY
                                                   Registrant




                                              J. Kennerly Davis, Jr.
                                              J. Kennerly Davis, Jr.
                                          Vice President, Treasurer and
                                               Corporate Secretary


Date:  February 21, 1995