UNITED STATES 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): May 11, 1999



                              -------------------



                       CONSOLIDATED NATURAL GAS COMPANY
            (Exact name of registrant as specified in its charter)



           Delaware                      1-3196                 13-0596475
(State or other jurisdiction of   (Commission File No.)      (I.R.S. Employer
 incorporation or organization)                              Identification No.)



           CNG Tower, 625 Liberty Avenue, Pittsburgh, PA 15222-3199
              (Address of principal executive offices) (Zip Code)

      Registrant's Telephone Number, including area code: (412) 690-1000

 
                                      -2-

ITEM 5. OTHER EVENTS


                  Consolidated Natural Gas Company, a Delaware corporation
("CNG"), and Dominion Resources, Inc., a Virginia corporation ("DRI"), have
entered into an Amended and Restated Agreement and Plan of Merger, dated as of
May 11, 1999 (the "Merger Agreement"), which provides for a two-step merger.
Under the terms of the Merger Agreement, in the first step, a subsidiary of DRI
will be merged into DRI and DRI will survive. In the second step, referred to as
the Second Merger, CNG will either be merged with and into another subsidiary of
DRI and the DRI subsidiary will survive or CNG will be merged directly into DRI,
with DRI the surviving entity.

                  In exchange for each share of common stock, par value $2.75
per share, of CNG ("CNG Common Stock") held, CNG shareholders will be given the
option to receive either $66.60 in cash or shares of DRI common stock at an
exchange ratio that will vary depending on the average market price of DRI
common stock over a twenty day trading period shortly before the closing, but is
subject to the limitation that the exchange ratio will be $66.60 divided by the
average market price if that price is greater than or equal to $43.816, and 1.52
if the average market price is less than $43.816, plus an amount of cash equal
to 1.52 times the excess, if any, of $43.816 over the DRI average market price.
In either case, CNG shareholders' option is subject to proration so that
38,159,060 shares of CNG Common Stock (including any fractional shares exchanged
for cash) will be converted into the right to receive cash in the Second Merger.
However, DRI may reallocate the cash and shares of DRI stock to be received by
CNG shareholders under certain circumstances. Reference is made to the Merger 
Agreement filed herewith for further information.

 
                                      -3-

                  The Second Merger, which was unanimously approved by the

 Boards of Directors of the constituent companies, is expected to close shortly

after all of the conditions to the consummation of the Second Merger, including

obtaining applicable regulatory approvals, are met or waived.


                  The Merger Agreement and the press release issued in

connection therewith are filed as Exhibits 2 and 99 to this report and are

incorporated herein by reference.




ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS


   (c) Exhibits.      The following exhibits are filed herewith:
              2         Amended and Restated Agreement and Plan of Merger, dated
                        as of May 11, 1999, by and between CNG and DRI.
             99         Press Release, dated May 11, 1999, of CNG.