X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003

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 whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act). Yes   X   No       

At October 31, 2003, the latest practicable date for determination, 324,414,444 shares of common stock, without par value, of the registrant were outstanding.

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

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

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

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Virginia Power is a regulated public utility that generates, transmits and distributes electricity within a 30,000-square-mile area in Virginia and northeastern North Carolina. Virginia Power sells electricity to approximately 2.2 million retail customers, including governmental agencies, and to wholesale customers such as rural electric cooperatives, municipalities, power marketers and other utilities. Virginia Power has trading relationships beyond its retail service territory and buys and sells wholesale electricity, natural gas and other energy commodities.

CNG operates in all phases of the natural gas business, explores for and produces gas and oil and provides a variety of energy marketing services. Its regulated retail gas distribution subsidiaries serve 1.7 million residential, commercial and industrial gas sales and transportation customers in Ohio, Pennsylvania and West Virginia and its non-regulated retail gas, electric and products and services business serves 1.2 million residential and commercial customers in the Northeast and Midwest. Its interstate gas transmission pipeline system services each of its distribution subsidiaries, non-affiliated utilities and end-users in the Midwest, the Mid-Atlantic states and the Northeast. CNG's exploration and production operations are located in several major gas and oil producing basins in the lower 48 states, including the outer continental shelf and deep-water areas of the Gulf of Mexico. CNG's field services operations relate to Appalachian area natural gas supply and include storage and other services. CNG a lso operates a liquefied natural gas unloading and storage facility in Maryland.

DEI is involved in merchant generation, energy trading and marketing and natural gas and oil exploration and production in the United States and Canada.

Dominion manages its daily operations through three primary operating segments: Dominion Energy, Dominion Delivery and Dominion Exploration & Production. In addition, Dominion reports its corporate and other operations as a segment. Assets remain wholly owned by the legal subsidiaries.

The term "Dominion" is used throughout this report and, depending on the context of its use, may represent any of the following: the legal entity, Dominion Resources, Inc., one of Dominion Resources, Inc.'s consolidated subsidiaries or the entirety of Dominion Resources, Inc. and its consolidated subsidiaries.

In the opinion of management, the accompanying unaudited Consolidated Financial Statements contain all adjustments, including normal recurring accruals, necessary to present fairly Dominion's financial position as of September 30, 2003, its results of operations for the three and nine months and cash flows for the nine months ended September 30, 2003 and 2002.

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The accompanying unaudited Consolidated Financial Statements reflect certain estimates and assumptions made by management in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates.

Dominion reports certain contracts and instruments at fair value in accordance with generally accepted accounting principles. Market pricing and indicative price information from external sources are used to measure fair value when available. In the absence of this information, Dominion estimates fair value based on near-term and historical price information and statistical methods. For individual contracts, the use of differing assumptions could have a material effect on the contract's estimated fair value. See Note 2 to the Consolidated Financial Statements for the year ended December 31, 2002 for a more detailed discussion of Dominion's estimation techniques.

The results of operations for the interim periods are not necessarily indicative of the results expected for the full year. Information for quarterly periods is affected by seasonal variations in sales, rate changes, timing of recovery of electric fuel, purchased energy and purchased gas expenses and other factors.

Certain amounts in the 2002 Consolidated Financial Statements have been reclassified to conform to the 2003 presentation.

The following table illustrates the pro forma effect on net income (loss) and earnings per share if Dominion had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation:

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In addition, Dominion has identified asset retirement obligations related to its natural gas gathering, storage, transmission and distribution systems, including approximately 2,300 gas storage wells in Dominion's underground natural gas storage network. These obligations result from certain safety requirements to be performed at the time any pipeline or storage well is abandoned. However, Dominion expects to operate its natural gas gathering, storage, transmission and distribution systems in perpetuity. Thus, such asset retirement obligations will not be reflected in Dominion's Consolidated Financial Statements until sufficient information becomes available to determine a reasonable estimate of the fair value of the activities to be performed. Generally, this will occur based on expected retirement or abandonment of individual pipelines or storage wells based on Dominion's operational planning.

The effect of adopting SFAS No. 143 for the three and nine months ended September 30, 2003, as compared to an estimate of net income reflecting the continuation of former accounting policies, was to increase net income by $3 million and $194 million for those periods, respectively. The $194 million increase for the nine months ended September 30, 2003 is comprised of a $180 million after-tax gain, representing the cumulative effect of a change in accounting principle and an increase in income before the cumulative effect of a change in accounting principle of $14 million.

In 2002, the Emerging Issues Task Force (EITF) reached consensus on EITF Issue No. 02-3, Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities. As a result, certain energy-related commodity contracts that are held in connection with Dominion's energy trading activities are no longer subject to fair value accounting. The affected contracts are those energy-related contracts that are not considered to be derivatives under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Energy-related contracts affected by this change are now subject to accrual accounting and recognized as revenue or expense at the time of contract performance, settlement or termination. The new rules were effective for energy-related contracts initiated prior to October 25, 2002 as of January 1, 2003, and required that Dominion record a cumulative effect of a change in accountin g principle, resulting in an after-tax loss of $67 million.

EITF 02-3 also affects the classification of gains and losses arising from derivative energy contracts no longer considered to be held for trading purposes. Under the provisions of EITF 02-3, for those energy-related derivative instruments determined to be held for trading purposes, all changes in fair value, including amounts realized upon settlement, continue to be presented in revenue on a net basis. A derivative contract is held for trading purposes if the intent of the transaction is to generate profits on short-term differences in price. For non-trading derivatives not designated as hedges, all unrealized changes in fair value are presented in other operations and maintenance expense on a net basis. For non-trading derivative contracts that involve physical delivery of commodities, gross sales contract settlements are presented in revenue, while gross purchase contract settlements are reported in expenses.

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During the second quarter of 2003, the Financial Accounting Standards Board (FASB) issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 reflects decisions made by FASB and its Derivatives Implementation Group in connection with issues raised about the application of SFAS No. 133. Generally, changes resulting from SFAS No. 149 apply to contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. Although industry efforts to interpret SFAS No. 149 are ongoing, Dominion believes that SFAS 149 will not have a material impact on its results of operations and financial position based on an assessment of currently available information.

In January 2003, FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, (FIN 46) which addresses the consolidation of "variable interest entities" (VIEs). VIEs are entities that are not controllable through voting interests or in which the equity investors do not bear the residual economic risks and rewards. In October 2003, FASB decided to permit more time for the implementation of FIN 46 and now requires adoption as of December 31, 2003.

Leases with Special Purpose Entities

Dominion, through certain subsidiaries, has entered into agreements with VIEs in order to finance and lease several new power generation projects, as well as its corporate headquarters and aircraft. Neither the project assets nor the related obligations are currently reported on Dominion's Consolidated Balance Sheets under existing accounting guidance.

Dominion estimates that consolidating those VIEs for which it is the primary beneficiary under FIN 46, effective December 31, 2003, will result in an additional $647 million in net property, plant and equipment and $688 million of related debt. The cumulative effect of adopting FIN 46 is estimated to result in an after-tax charge of $25 million, representing depreciation expense associated with the consolidated assets.

At September 30, 2003, Dominion's maximum exposure to loss resulting from its interests in VIEs is $567 million based upon total project costs. The exposure assumes the property, plant and equipment will have no value at the end of their lease terms, which management believes is highly unlikely.

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In accordance with applicable regulatory uniform system of accounts and as permitted by SFAS No. 71, Accounting for the Effects of Certain Types of Regulation, Dominion's gas and electric utility operations recognize a provision for the cost of future asset removal activities subject to cost-of-service rate regulation, even if no legal obligation to perform such activities exists. The periodic provision is recorded as a component of depreciation expense on the income statement, resulting in a credit being recorded in accumulated depreciation, depletion and amortization on the balance sheet. At September 30, 2003 and December 31, 2002, Dominion's accumulated depreciation, depletion and amortization included $563 million and $596 million, respectively, representing regulatory liabilities for the estimated amounts collected from customers for the future cost of such asset removal activities.

A question has recently arisen about whether these regulatory liabilities should continue to be classified in accumulated depreciation, depletion and amortization or be reported as liabilities on the balance sheet. If, as a result of the resolution of this issue, reclassification of this accumulated provision for future removal costs is required, Dominion's accumulated depreciation would decrease and its regulatory liabilities would increase. While resolution of this issue may affect the balance sheet classification of these items, there would be no impact on Dominion's results of operations or cash flows.

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The composition of revenue from nonregulated electric sales, nonregulated gas sales and other revenue has changed effective January 1, 2003. For non-trading derivatives not designated as hedges, all unrealized changes in fair value are presented in other operations and maintenance expense on a net basis. For non-trading derivative contracts that involve physical delivery of commodities, gross sales contract settlements are presented in revenue, while gross purchase contract settlements are reported in expenses.

A comparison and analysis of the effective tax rate for the three and nine months ended September 30, 2003 and 2002 is presented below:

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Selected information about Dominion's hedge accounting activities follows:

The following table presents selected information related to cash flow hedges included in accumulated other comprehensive income in the Consolidated Balance Sheet at September 30, 2003:

The actual amounts that will be reclassified to earnings during the next 12 months will vary from the expected amounts presented above as a result of changes in market prices, interest rates and foreign exchange rates. The effect of amounts being reclassified from accumulated other comprehensive income to earnings will generally be offset by the recognition of the hedged transactions (e.g., anticipated sales) in earnings, thereby achieving the realization of prices contemplated by the underlying risk management strategies.

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The changes in the carrying amount of goodwill for the nine months ended September 30, 2003, are as follows:

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During the nine months ended September 30, 2003, Dominion Resources, Inc. and its subsidiaries issued the following long-term debt:

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In addition to the senior notes described above, during the third quarter, Dominion borrowed $18 million to complete a power generation project at Virginia Power's Possum Point power station.

During the nine months ended September 30, 2003, Dominion Resources, Inc. and its subsidiaries repaid $2.0 billion of long-term debt securities. Dominion used the entirety of its $500 million escrow deposit, established in December 2002, to repay matured debt in January 2003.

During the nine months ended September 30, 2003, Dominion received proceeds of $253 million through Dominion Direct (a dividend reinvestment and open enrollment direct stock purchase plan), employee savings plans and the exercise of employee stock options. In addition, during the second quarter of 2003, Dominion received proceeds of $683 million through a public equity offering.

The following table describes the changes to Dominion's asset retirement obligations during the nine months ended September 30, 2003:

Dominion has established external trusts dedicated to funding the future decommissioning of its nuclear plants. At September 30, 2003, the aggregate fair value of these trusts, consisting primarily of debt and equity securities, totaled $1.8 billion.

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Dominion, through certain subsidiaries, has entered into agreements with VIEs in order to finance and lease several new power generation projects, as well as its corporate headquarters and aircraft. The VIEs have financing commitments from equity and debt investors totaling $1.9 billion, of which approximately $1.7 billion has been used for project costs incurred to date. At September 30, 2003, under existing accounting guidance, approximately $1.3 billion of project assets and related debt were not reported on Dominion's Consolidated Balance Sheets.

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During the second quarter of 2003, for one of the power generation projects under construction, Dominion entered into a new arrangement with a non-affiliated "voting interest entity". The voting interest entity will not be consolidated by Dominion under FIN 46. Project costs totaled $626 million at September 30, 2003 for this project, of which $560 million was advanced by Dominion. This project is expected to be completed in 2004 and will result in estimated annual lease commitments of approximately $58 million.

On December 31, 2003, Dominion will consolidate the VIEs for which it has been determined to be the primary beneficiary under FIN 46. As a result, previously disclosed annual future minimum lease commitments will be reduced by approximately $38 million. A similar amount will be recognized annually as interest expense associated with the newly consolidated debt obligations.

In relation to a Notice of Violation received by Virginia Power in 2000 from the U.S. Environmental Protection Agency (EPA) and related proceedings, Virginia Power, the U.S. Department of Justice, the EPA, the states of Virginia, West Virginia, Connecticut, New Jersey and New York agreed to a settlement in April 2003 in the form of a proposed Consent Decree. The Virginia federal district court entered the final Consent Decree in October 2003, resolving the underlying actions. The settlement includes payment of a $5 million civil penalty, an obligation to fund $14 million for environmental projects and a commitment to improve air quality under the Consent Decree estimated to involve expenditures of $1.2 billion. Dominion has already incurred certain capital expenditures for environmental improvements at its coal-fired stations in Virginia and West Virginia and has committed to additional measures in its current financial plans and capital budget to satisfy the requirements of the Co nsent Decree. As of September 30, 2003, Dominion had accrued $19 million for the civil penalty and the funding of the environmental projects, substantially all of which was recorded in 2000.

On behalf of consolidated subsidiaries, as of September 30, 2003, Dominion and its subsidiaries had issued $6.8 billion of guarantees, including: $3.0 billion to support commodity transactions of subsidiaries; $1.3 billion for subsidiary debt; $1.3 billion related to leasing obligations for new power generation projects, corporate headquarters and aircraft; and $1.2 billion for guarantees supporting other agreements of subsidiaries. Dominion had also purchased $122 million of surety bonds and authorized the issuance of standby letters of credit by financial institutions of $703 million. Dominion enters into these arrangements to facilitate commercial transactions by its subsidiaries with third parties. To the extent a liability subject to a guarantee has been incurred by a consolidated subsidiary, that liability is included in Dominion's Consolidated Financial Statements. Dominion believes it is unlikely that it would be required to perform or otherwise incur any losses associated with guarantees of its subsidiaries' obligations.

Dominion calculates its gross credit exposure for each counterparty as the unrealized fair value of derivative and energy trading contracts plus any outstanding receivables (net of payables, where netting agreements exist), prior to the application of collateral.

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Third Quarter 2003

At inception, Dominion's strategy for its telecommunications investment was to focus primarily on delivering lit capacity, dark fiber and collocation services to under-served markets. With the markets for these services not growing at rates originally contemplated and the continuing downward pressure on prices, resulting from excess capacity in the telecommunications industry, Dominion reconsidered its investment strategy during the third quarter of 2003. Reflecting a revision in long-term expectations for potential growth in telecommunications service revenue, Dominion approved a strategy to sell its interest in the telecommunications business. The strategy included a review of DTI's network assets and related inventories for impairment. As a result, Dominion recognized a $527 million write-down of network assets and related inventories to estimated fair value based on an independent appraisal. Appraised values included a combination of prices observed for sales of similar assets and discounted cash flow estimates. Dominion has not recognized any deferred tax benefits related to the impairment charges, since realization of tax benefits will be dependent upon Dominion's future tax profile and taxable earnings. In addition, Dominion increased the valuation allowance on deferred tax assets previously recognized in connection with its telecommunications investment, resulting in a $48 million increase in deferred income tax expense. These charges are reflected in the net expenses of Corporate and Other.

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During the first quarter of 2003, Dominion recognized a pre-tax charge of $60 million associated with its DFV investment and reported the charge as other expense on the Consolidated Statement of Income. This included a $27 million charge for the reallocation of DFV's equity losses between the Investor Trust and Dominion. Based on current projections of DFV's expected net losses, Dominion and the Investor Trust revised the allocation of equity losses, using cash allocations and liquidation provisions of the underlying limited liability company agreement rather than voting interests. The charge also included a $33 million impairment charge in connection with certain assets that will no longer be used under a business plan implemented in 2003. Dominion's share of the impairment, after allocation of the minority interest share to the Investor Trust, was $17 million.

In connection with its formation, DFV issued $665 million of 7.05 percent senior secured notes due March 2005. Dominion purchased $633 million of the outstanding notes in February 2003, using $664 million of the proceeds from the sale of $700 million of senior notes. As a result of this transaction, Dominion consolidated the results of DFV in its Consolidated Financial Statements beginning in February 2003. Dominion recognized a pre-tax charge of $57 million on the effective extinguishment of the acquired DFV senior notes.

During the third quarter of 2003, Dominion recognized a $14 million ($9 million after-tax) impairment of retained interests from mortgage securitizations held by DCI, Dominion's financial services subsidiary, reflecting increased defaults and accelerated prepayments as a result of low interest rates. In addition, Dominion increased the valuation allowance on a deferred tax asset associated with a DCI investment, resulting in a $12 million increase in deferred tax expense.

During the second quarter of 2003, Dominion recognized an impairment loss of $40 million ($25 million after-tax) related to certain assets classified as held-for-sale and reported in other current assets. The assets included a small generation facility located in Kauai, Hawaii and an equity investment in a pipeline business located in Australia. The impairment loss represented an adjustment to the assets' carrying amounts to reflect Dominion's current evaluation of fair value less estimated costs to sell.

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Dominion Energy manages Dominion's electric generation portfolio, gas transmission and storage operations and certain gas production. It also manages Dominion's energy trading, marketing, hedging and arbitrage activities and its retail marketing of non-regulated energy services. Effective January 1, 2003, Dominion Energy also manages Dominion's electric transmission operations formerly managed by Dominion Delivery. Amounts for 2002 have been restated to reflect the management of electric transmission by Dominion Energy effective January 1, 2003.

Dominion Delivery manages Dominion's electric and gas distribution systems as well as Dominion's investment in DFV. Amounts for 2002 have been restated to reflect the management of electric transmission by Dominion Energy effective January 1, 2003.

Dominion Exploration & Production manages Dominion's gas and oil exploration, development and production operations. These operations are located in several major producing basins in the lower 48 states, including the outer continental shelf and deep-water areas of the Gulf of Mexico, and Western Canada.

• cumulative effect of changes in accounting principle (see Note 3);
• charges related to Dominion's investment in DFV, including amounts related to the reacquisition of DFV senior notes, reallocation of equity losses and impaired assets (see Note 16);
• impairment of certain assets held-for-sale (see Note 17);
• severance costs of $29 million for workforce reductions; and
• incremental restoration costs of approximately $129 million ($80 million after-tax) associated with damage caused by Hurricane Isabel. Substantially all of these costs are attributable to Dominion Delivery.