FORM U-3A-2/A
                   SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.

                                              File No. 69-278
                                              Amendment No. 1
                                              on Form U-3A-2

Amendment to Statement by Holding Company Claiming Exemption Under Rule 
U-2 from the Provisions of the Public Utility Holding Company Act of 
1935 on Form U-3A-2.

                        DOMINION RESOURCES, INC.
            (Name of company or companies filing amendment)

     Name, title, and address of officer to whom notices and 
correspondence concerning this amendment should be addressed:

Linwood R. Robertson, Senior Vice President and Chief Financial Officer
______________________________________________________________________
                     (Name)                    (Title)

                          901 East Byrd Street
                            P. O. Box 26532
                        Richmond, Virginia 23261

     The undersigned hereby amends the above document as indicated in 
the attached page with respect to the following:

     Exhibit B of the original filing (dated March 1, 1995) is hereby 
amended to revise the Financial Data Schedule (Total Operating Revenues) 
as shown on the attached Exhibit 27.

                               SIGNATURE

     The company has caused this amendment to be duly signed on its 
behalf by its authorized officer in the City of Richmond and State of 
Virginia, on the 3rd day of March, 1995.

                                         DOMINION RESOURCES, INC.



                                         BY: JAMES L. TRUEHEART 
                                         _______________________
                                             James L. Trueheart
                                          Vice President and Controller

Corporate Seal
Attest:

BY:  LINWOOD R. ROBERTSON
     Linwood R. Robertson
     Senior Vice President and
     Chief Financial Officer





<TABLE> <S> <C>

<ARTICLE>  OPUR3
<MULTIPLIER>  1,000,000
       
<S>                                 <C>
<PERIOD-TYPE>                       12-MOS
<FISCAL-YEAR-END>                      DEC-31-1994
<PERIOD-END>                           DEC-31-1994
<BOOK-VALUE>                           PER-BOOK
<TOTAL-ASSETS>                          13,562
<TOTAL-OPERATING-REVENUES>               4,491
<NET-INCOME>                               478
        

</TABLE>