SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q
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X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005

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       No    X   

At March 31, 2005, the latest practicable date for determination, 100 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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⁽¹⁾The Consolidated Balance Sheet at December 31, 2004 has been derived from the audited Consolidated Financial Statements at that date.

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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Consolidated Natural Gas Company (the Company), a public utility holding company registered under the Public Utility Holding Company Act of 1935 (1935 Act), is a wholly-owned subsidiary of Dominion Resources, Inc. (Dominion). The Company, through its subsidiaries, 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 gas distribution subsidiaries serve approximately 1.7 million residential, commercial and industrial gas sales and transportation customer accounts in Ohio, Pennsylvania and West Virginia and its nonregulated retail energy marketing businesses serve 1.1 million residential and commercial gas and electric customer accounts in the Northeast, Mid-Atlantic and Midwest. The Company operates an interstate gas transmission pipeline system in the Northeast, Midwest, and the Mid-Atlantic states and a liquefied natural gas (LNG) import and storage facility in Maryland. The Company's producer servi ces operation involves the aggregation of natural gas supply and related wholesale activities. The Company's exploration and production operations are located in several major gas and oil producing basins in the United States, both onshore and offshore.

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

The "Company" is used throughout this report and, depending on the context of its use, may represent any of the following: the legal entity, Consolidated Natural Gas Company, one of Consolidated Natural Gas Company's consolidated subsidiaries or the entirety of Consolidated Natural Gas Company and its consolidated subsidiaries.

Note 2.  Significant Accounting Policies
As permitted by the rules and regulations of the Securities and Exchange Commission (SEC), the accompanying unaudited Consolidated Financial Statements contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles). These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2004.

In the opinion of the Company's management, the accompanying unaudited Consolidated Financial Statements contain all adjustments, including normal recurring accruals, necessary to present fairly the Company's financial position as of March 31, 2005, and its results of operations and cash flows for the three months ended March 31, 2005 and 2004.

The Company makes certain estimates and assumptions in preparing its Consolidated Financial Statements 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 financial statements and the reported amounts of revenue and expenses for the periods presented. Actual results may differ from those estimates.

The accompanying unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, the accounts of the Company and all majority-owned subsidiaries, and those variable interest entities (VIEs) where the Company has been determined to be the primary beneficiary.

The Company 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, the Company 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 in the Company's Annual Report on Form 10-K for the year ended December 31, 2004 for a more detailed discussion of the Company's estimation techniques.

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CONSOLIDATED NATURAL GAS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

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 purchased gas expense recovery and other factors.

Certain amounts in the 2004 Consolidated Financial Statements have been reclassified to conform to the 2005 presentation.

Crude Oil Buy/Sell Arrangements
The Company enters into buy/sell and related agreements as a means to reposition its offshore Gulf of Mexico crude oil production to more liquid marketing locations onshore. The Company typically enters into either a single or a series of buy/sell transactions in which it sells its crude oil production at the offshore field delivery point and buys similar quantities at Cushing, Oklahoma for sale to third parties. The Company is able to enhance profitability by selling to a wide array of refiners and/or trading companies at Cushing, one of the largest crude oil markets in the world, versus restricting sales to a limited number of refinery purchasers in the Gulf of Mexico. These transactions require physical delivery of the crude oil and the risks and rewards of ownership are evidenced by title transfer, assumption of environmental risk, transportation scheduling and counterparty nonperformance risk.

Under the primary guidance of Emerging Issue Task Force (EITF) Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, the Company presents the sales and purchases related to its crude oil buy/sell arrangements on a gross basis in its Consolidated Statements of Income. The EITF is currently discussing Issue No. 04-13, Accounting for Purchases and Sales of Inventory with the Same Counterparty, which specifically focuses on purchase and sale transactions made pursuant to crude oil buy/sell arrangements. The EITF is evaluating whether these types of transactions should be presented net in the Consolidated Statements of Income. While resolution of this issue may affect the income statement presentation of these revenues and expenses, there would be no impact on the Company's results of operations or cash flows. Amounts currently shown on a gross basis in the Company's Consolidated Statements of Income that could be impacted by further EITF deliberations in this area are summ arized below.

Note 3.  Recently Issued Accounting Standards
FIN 47
In March 2005, the Financial Accounting Standards Board (FASB) issued Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47), which clarifies that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation when the obligation is incurred - generally upon acquisition, construction, or development and (or) through the normal operation of the asset, if the fair value of the liability can be reasonably estimated. A conditional asset retirement obligation is a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. Uncertainty about the timing and (or) method of settlement is required to be factored into the measurement of the liability when sufficient information exists. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair va lue of an asset retirement obligation. FIN 47 is effective for fiscal years ending after December 15, 2005. The Company is currently evaluating the impact that FIN 47 may have on its results of operations and financial condition.

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Note 4.  Volumetric Production Payment (VPP) Transaction
In March 2005, the Company and Dominion Energy, Inc. (DEI), a wholly-owned subsidiary of Dominion, received $86 million and $338 million, respectively, for the sale of fixed-term overriding royalty interests in certain natural gas reserves for the period March 2005 through February 2009. The sale reduced the proved natural gas reserves of the Company and DEI by approximately 15 billion cubic feet (bcf) and 61 bcf, respectively. While the Company and DEI are obligated under the agreement to deliver to the purchaser its portion of future natural gas production from the properties, the Company and DEI retain control of the properties and rights to future development drilling. If total production from the properties subject to the sale is inadequate to deliver the approximately 76 bcf of natural gas scheduled for delivery to the purchaser, the Company and DEI have no obligation to make up the shortfall. A production shortfall against scheduled production for one group of properties subject to the sale, howev er, may be required to be made up in whole or in part from additional production in excess of scheduled production quantities from other properties subject to the sale. The Company recorded the cash proceeds received from this VPP transaction as deferred revenue and will recognize revenue from the transaction as natural gas is produced and delivered to the purchaser. The Company previously entered into VPP transactions in 2004 and 2003 for approximately 83 bcf for the period May 2004 through April 2008 and 66 bcf for the period August 2003 through July 2007, respectively.

Note 5.  Operating Revenue
The Company's operating revenue consists of the following:

Note 6.  Comprehensive Income
The following table presents total comprehensive income (loss):

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Note 7.  Hedge Accounting Activities
The Company is exposed to the impact of market fluctuations in the price of natural gas and oil and to the interest rate risks of its business operations. The Company uses derivative instruments to mitigate its exposure to these risks and designates derivative instruments as fair value or cash flow hedges for accounting purposes. Selected information about the Company's hedge accounting activities follows:

The following table presents selected information related to cash flow hedges included in accumulated other comprehensive income (loss) (AOCI) in the Consolidated Balance Sheet at March 31, 2005:

The amounts that will be reclassified from AOCI 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 and will vary from the anticipated amounts presented above as a result of changes in market prices and interest rates.

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As a result of a delay in reaching anticipated production levels in the Gulf of Mexico, the Company discontinued hedge accounting for certain cash flow hedges related to forecasted oil production effective March 1, 2005. The discontinuance of hedge accounting for these contracts resulted in the following losses:

• $17 million ($11 million after-tax) reclassified from AOCI to earnings for contracts that settled in the three months ended March 31, 2005;
• $13 million ($8 million after-tax) reclassified from AOCI to earnings for contracts that will settle in future periods; and
• $19 million ($12 million after-tax) due to subsequent changes in the fair value of these contracts.

Note 8.  Ceiling Test
The Company follows the full cost method of accounting for gas and oil exploration and production activities prescribed by the SEC. Under the full cost method, capitalized costs are subject to a quarterly ceiling test. Under the ceiling test, amounts capitalized are limited to the present value of estimated future net revenues to be derived from the anticipated production of proved gas and oil reserves assuming period-end hedge-adjusted prices. Approximately 14% of the Company's anticipated production is hedged by qualifying cash flow hedges, for which hedge-adjusted prices were used to calculate estimated future net revenue. Whether period-end market prices or hedge-adjusted prices were used for the portion of production that is hedged, there was no ceiling test impairment as of March 31, 2005.

Note 9.  Variable Interest Entities
In accordance with FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, (FIN 46R), the Company consolidates a variable interest lessor entity through which the Company had financed and leased a new power generation project. The Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004 reflect net property, plant and equipment of $212 million and $214 million, respectively, and $234 million of debt related to this entity. The debt is nonrecourse to the Company and is secured by the entity's property, plant and equipment.

Note 10.  Significant Financing Transactions
Joint Credit Facilities
In May 2004 and 2002, Dominion, Virginia Electric and Power Company (Virginia Power), a wholly-owned subsidiary of Dominion, and the Company entered into two joint credit facilities that allowed aggregate borrowings of up to $2.25 billion. The facilities include a $1.5 billion three-year revolving credit facility that terminates in May 2007 and a $750 million three-year revolving credit facility that terminates in May 2005. It is expected that the $750 million credit facility will be renewed prior to its maturity. These credit facilities are being used for working capital, as support for the combined commercial paper programs of Dominion, Virginia Power and the Company and other general corporate purposes. The $1.5 billion and $750 million credit facilities can also be used to support up to $500 million and $200 million of letters of credit, respectively.

At March 31, 2005, total outstanding commercial paper supported by the joint credit facilities was $949 million, none of which were the Company's borrowings. At March 31, 2005, total outstanding letters of credit supported by the joint credit facilities was $313 million, all of which were issued on behalf of other Dominion subsidiaries.

At March 31, 2005, capacity available under the two credit facilities was $988 million.

Other Credit Facilities
In August 2004, the Company entered into a $1.5 billion three-year revolving credit facility that terminates in August 2007. This credit facility is being used to support the issuance of commercial paper and letters of credit to provide collateral required by counterparties on derivative financial contracts used by the Company in its risk management strategies for its gas and oil production. At March 31, 2005, outstanding letters of credit under this facility totaled $1.2 billion.

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In addition to the facilities above, in June and August of 2004, the Company entered into two $100 million letter of credit agreements that terminate in June 2007 and August 2007, respectively. Additionally, in October 2004, the Company entered into three letter of credit agreements totaling $700 million that were scheduled to terminate in April 2005. Due to the recent volatility in commodity prices and the related impact on collateral requirements, the Company extended these agreements to October 2005. These five agreements support letter of credit issuances, providing collateral required on derivative financial contracts used by the Company in its risk management strategies for gas and oil production. At March 31, 2005, outstanding letters of credit under these agreements totaled $900 million.

Shelf Registration
At March 31, 2005, the Company had $900 million of available capacity under a shelf registration with the SEC that would permit the Company to issue debt and trust preferred securities to meet future capital requirements.

Note 11.  Commitments and Contingencies
Other than the matters discussed below, there have been no significant developments regarding commitments and contingencies disclosed in Note 19 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2004, nor have any significant new matters arisen during the three months ended March 31, 2005.

Note 12.  Credit Risk
The Company's exposure to credit risk is concentrated primarily within its sales of gas and oil production and energy marketing, including its hedging activities, as the Company transacts with a smaller, less diverse group of counterparties and transactions may involve large notional volumes and potentially volatile commodity prices. At March 31, 2005, gross credit exposure related to these transactions totaled $510 million, reflecting the unrealized gains for contracts carried at fair value plus any outstanding receivables (net of payables, where netting agreements exist). Of this amount, investment grade counterparties represent 61% and no single counterparty exceeded 7%. The Company held no collateral at March 31, 2005.

As of March 31, 2005 and December 31, 2004, the Company had margin deposit assets (reported in other current assets) of $246 million and $88 million, respectively. The Company had no margin deposit liabilities as of March 31, 2005 or December 31, 2004.

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Transactions with Affiliates
The Company transacts with affiliates for certain quantities of natural gas and other commodities at market prices in the ordinary course of business. The Company also enters into certain derivative commodity contracts with affiliates. These contracts, which are principally comprised of commodity swaps and options, are used by the Company to manage commodity price risks associated with the purchases and sales of natural gas. The Company designates the majority of these contracts as cash flow hedges for accounting purposes.

Presented below are affiliated transactions, including net realized gains and (losses) of $(11) million and $4 million, on affiliated commodity derivative contracts in the first quarters of 2005 and 2004, respectively, recorded in operating revenue and operating expenses:

At March 31, 2005 and December 31, 2004, the Company's Consolidated Balance Sheets include derivative assets with affiliates of $365 million and $249 million, respectively, and derivative liabilities with affiliates of $73 million and $49 million, respectively. Unrealized gains or losses, representing the effective portion of the changes in fair value of those derivative contracts that had been designated as hedges, are included in the AOCI on the Consolidated Balance Sheets.

Dominion Resources Services, Inc. provides certain administrative and technical services to the Company, which totaled $45 million and $43 million in the first quarters of 2005 and 2004, respectively. The Company provides certain services to affiliates, including technical services, which totaled $2 million each in the first quarters of 2005 and 2004.

Transactions with Dominion
The Company and its subsidiaries have borrowed funds from Dominion. In February 2005, borrowings by certain Company subsidiaries from Dominion under short-term demand notes were converted to borrowings under the Dominion money pool. At March 31, 2005 and December 31, 2004, the Company's outstanding borrowings, net of repayments, under the Dominion money pool totaled $1.3 billion and $1.0 billion, respectively. The short-tem demand note borrowings were $163 million at December 31, 2004. Interest charges incurred by the Company related to these borrowings were $8 million and $3 million in the first quarters of 2005 and 2004, respectively.

Other Related Party Transactions
The $206 million of junior subordinated notes issued by the Company and held by Dominion CNG Capital Trust I, an unconsolidated finance subsidiary of the Company, are reported as long-term debt. The junior subordinated notes constitute 100% of the trust's assets. In the first quarters of 2005 and 2004, the Company reported $4 million of interest expense on the junior subordinated notes payable to the affiliated trust for both periods.

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The following table illustrates the components of the provision for net periodic benefit cost for the Company's pension and other postretirement benefit plans for employees represented by collective bargaining units: