EXHIBIT 4.2


                    AMENDED AND RESTATED CERTIFICATE OF TRUST
                                       OF
                               CNG CAPITAL TRUST I

          This Restated Certificate of Trust of CNG Capital Trust I (the
"Trust"), is being duly executed and filed by Bank One Delaware, Inc., as
trustee, and G. Scott Hetzer, as administrative trustee, to amend and restate
the Certificate of Trust of the Trust, which was filed with the Secretary of
State of the State of Delaware on December 21, 2000, under the Delaware Business
Trust Act (12 Del. C. ' 3801, et seq.) (the "Act").

          The original Certificate of Trust is hereby amended and restated in
its entirety, pursuant to Section 3810(c)(1) of the Act, to read as follows:

          1.    Name.  The name of the business trust formed hereby is Dominion
CNG Capital Trust I.

          2.    Delaware Trustee.  The business address of the trustee of the
Trust in the State of Delaware is Bank One Delaware, Inc., a Delaware
corporation, 3 Christina Center, 201 North Walnut Street, Wilmington, Delaware
19801.

          3.    Effective Date.  This Certificate of Trust shall be effective
upon the date and time of filing.

          IN WITNESS WHEREOF, the undersigned, has executed this Certificate of
Trust in accordance with Section 3811(a)(2) of the Act.



                                    BANK ONE DELAWARE, INC., not in its
                                    individual capacity, but solely as trustee


                                    By:     /s/ Sandra L. Caruba
                                            ------------------------------
                                    Name:   Sandra L. Caruba
                                    Title:  Vice President



                                           /s/ G. Scott Hetzer
                                    --------------------------------------
                                    G. Scott Hetzer, Adminstrative Trustee