UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM N-CSR

                   CERTIFIED SHAREHOLDER REPORT OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-6727
                                   --------

Dominion Funds, Inc.
- --------------------
(Exact name of registrant as specified in charter)

1141 Custis Street, Alexandria, Virginia 22308
- -----------------------------------------------
(Address of principal executive offices)(Zip code)

Paul Dietrich, 1141 Custis Street, Alexandria, Virginia 22308
- -------------------------------------------------------------
(Name and address of agent for service)

Registrant's telephone number, including area code: (800) 416-2053
                                                    --------------

Date of fiscal year end: June 30
                         -------

Date of reporting period: 07/01/03 -- 06/30/04
                          --------------------


                          INDEPENDENT AUDITOR'S REPORT


To the Shareholders and
Board of Directors of
Dominion Funds, Inc.


We have  audited the  accompanying  statement of assets and  liabilities  of The
Shepherd Large Cap Growth Fund portfolio of Dominion Funds, Inc.,  including the
schedule of  investments  in  securities,  as of June 30, 2004,  and the related
statement of operations  for the year then ended,  the  statements of changes in
net assets for each of the two years in the period then ended, and the financial
highlights for each of the three years in the period then ended. These financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  and  financial   highlights  based  on  our  audits.  The  financial
highlights  for the two years ended June 30, 2001 were audited by other auditors
whose  report dated August 10,  2001,  expressed an  unqualified  opinion on the
financial highlights.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements and financial highlights. Our procedures
included confirmation of securities owned as of June 30, 2004, by correspondence
with the custodian and broker.  An audit also includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
Shepherd Large Cap Growth Fund portfolio of Dominion Funds,  Inc. as of June 30,
2004, the results of its operations for the year then ended,  the changes in its
net assets for each of the two years in the period then ended, and the financial
highlights  for each of the three years in the period then ended,  in conformity
with U.S. generally accepted accounting principles.


                                                             BRAD A. KINDER, CPA


Flower Mound, Texas
August 5, 2004


ITEM 1. REPORTS TO STOCKHOLDERS.

                       THE SHEPHERD LARGE CAP GROWTH FUND
                       STATEMENT OF ASSETS AND LIABILITIES
                                  JUNE 30, 2004

ASSETS

Investments in securities, at value
   (identified cost $2,694,134)                                    $  2,646,352
Cash and cash equivalents                                             4,193,541
Receivables
     Dividends and interest                                               2,375
     Securities sold                                                     51,394
     Capital shares sold                                                 16,745
                                                                   ------------

TOTAL ASSETS                                                          6,910,407
                                                                   ------------

LIABILITIES

Payables
     Securities purchased                                             1,911,206
     Investment advisory fee                                              4,010
     Administration fee                                                   4,933
                                                                   ------------

TOTAL LIABILITIES                                                     1,920,149
                                                                   ------------

NET ASSETS                                                         $  4,990,258
                                                                   ============

ANALYSIS OF NET ASSETS:
     Net capital paid in on shares of capital stock                $ 12,645,073
     Undistributed investment loss                                   (2,451,318)
     Undistributed net realized losses                               (5,155,715)
     Net unrealized depreciation                                        (47,782)
                                                                   ------------

                                                                   $  4,990,258
                                                                   ============

Capital shares outstanding                                            1,418,815

Net asset value and offering price per share
     Net asset value per share                                     $       3.52
                                                                   ============

     Offering price per share                                      $       3.70
                                                                   ============

See notes to financial statements.


                       THE SHEPHERD LARGE CAP GROWTH FUND
                      SCHEDULE OF INVESTMENTS IN SECURITIES
                                  JUNE 30, 2004

                                                      Shares      Value
                                                     --------   --------
COMMON STOCKS 52.2%
BASIC MATERIALS 3.0%
Mining 3.0%
     Northern Dynasty Minerals (a)                     37,500   $149,250
                                                                --------
CONSUMER CYCLICAL 3.4%
Retail - Apparel 3.4%
     Kellwood Company                                   3,925    169,705
                                                                --------
ENERGY 3.7%
Oilfield Equipment 3.7%
     National-Oilwell, Inc. (a)                         6,000    187,710
                                                                --------
FINANCIAL 12.1%
Financial Services 0.6%
     Waterside Capital  Corporation (a)                 5,300     29,150
                                                                --------
Savings & Loan 7.3%
     IndyMac Bancorp, Inc.                              5,350    167,999
     Sovereign Bancorp, Inc.                            8,900    195,005
                                                                --------
                                                                 363,004
                                                                --------
Securities Brokers 4.2%
     Empire Financial Holding Company (a)             200,000    210,000
                                                                --------
                                                                 602,154
                                                                --------
HEALTH CARE 15.3%
Advanced Technology - Medical Devices 4.0%
     Boston Scientific Corporation (a)                  4,630    197,994
                                                                --------
Biotechnology 3.9%
     IVAX Corporation (a)                               8,250    198,416
                                                                --------
Health Care Providers 3.4%
     Cardinal Health, Inc.                              2,450    169,758
                                                                --------
Medical Supplies 4.0%
     Caremark Rx, Inc. (a)                              6,000    197,640
                                                                --------

                                                                 763,808
                                                                --------

See notes to financial statements.


                       THE SHEPHERD LARGE CAP GROWTH FUND
                      SCHEDULE OF INVESTMENTS IN SECURITIES
                                  JUNE 30, 2004

                                                       PRINCIPAL
                                                       AMOUNT OR
                                                         SHARES      VALUE
                                                      ----------   ----------

COMMON STOCKS (Continued)
INDUSTRIAL 4.1%
Electrical Components 4.1%
     Solectron Corporation (a)                            31,000   $  202,585
                                                                   ----------
TECHNOLOGY 7.3%
Communications Technology 3.4%
     Sina Corporation (a)                                  5,000      168,806
                                                                   ----------
Semiconductors 3.9%
     Atmel Corporation (a)                                33,250      197,078
                                                                   ----------

                                                                      365,884
                                                                   ----------
UTILITIES 3.3%
Electric 3.3%
     Constellation Energy Group, Inc.                      4,350      165,256
                                                                   ----------

TOTAL COMMON STOCKS (cost $2,654,134)                               2,606,352
                                                                   ----------

CORPORATE BONDS 0.8%
     Dominican SMME Corp, 8.25%, due 12/1/2020
        (cost $40,000)                                    40,000       40,000
                                                                   ----------

TOTAL INVESTMENTS IN SECURITIES 53.%
     (cost $2,694,134)                                             $2,646,352
                                                                   ==========

Notes:
     (a) Presently non-income producing.
     (b) Percentages are of net assets.

See notes to financial statements.


                       THE SHEPHERD LARGE CAP GROWTH FUND
                             STATEMENT OF OPERATIONS
                            YEAR ENDED JUNE 30, 2004

Investment income
        Dividends                                                     $  33,921
        Interest                                                         10,658
                                                                      ---------

Total investment income                                                  44,579
                                                                      ---------

Expenses
        Investment advisory fee                                          50,372
        Administration fee                                               62,966
                                                                      ---------

Total expenses                                                          113,338
                                                                      ---------

NET INVESTMENT LOSS                                                     (68,759)
                                                                      ---------
REALIZED GAIN AND UNREALIZED DEPRECIATION ON INVESTMENTS

Net realized gain on investments in securities                          804,433
Net change in unrealized depreciation
   of investments in securities                                        (416,302)
                                                                      ---------

NET GAIN ON INVESTMENTS                                                 388,131
                                                                      ---------
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                                    $ 319,372
                                                                      =========

See notes to financial statements.


                       THE SHEPHERD LARGE CAP GROWTH FUND
                       STATEMENT OF CHANGES IN NET ASSETS
                       YEARS ENDED JUNE 30, 2004 AND 2003

                                                    2004           2003
                                                -----------    -----------
CHANGE IN NET ASSETS FROM OPERATIONS

Net investment loss                             $   (68,759)   $   (42,917)
Net realized gain (loss) on investments
   in securities                                    804,433       (879,557)
Net change in unrealized depreciation on
   investments in securities                       (416,302)       845,960
                                                -----------    -----------

Net increase (decrease) in net assets
   resulting from operations                        319,372        (76,514)

DISTRIBUTIONS TO SHAREHOLDERS FROM

Net realized gains on investments in
   securities                                            --             --

CAPITAL SHARE TRANSACTIONS- NET                     932,038        200,529
                                                -----------    -----------

Total increase in net assets                      1,251,410        124,015

NET ASSETS

Beginning of year                                 3,738,848      3,614,833
                                                -----------    -----------

End of year (including undistributed
   investment loss of $2,451,318
   and $2,382,559, respectively)                $ 4,990,258    $ 3,738,848
                                                ===========    ===========

See notes to financial statements.


                       THE SHEPHERD LARGE CAP GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Nature of Business:

         The  Shepherd  Large Cap Growth  Fund  (Fund) is a  separate  series of
         shares of common stock of Dominion Funds, Inc.  (Company).  The Company
         was  incorporated  in the  state  of  Texas  in  June of  1992,  and is
         registered  under the Investment  Company Act of 1940 as a diversified,
         open-end management  investment company. The Fund is subject to various
         investment  restrictions  as set forth in the  Statement of  Additional
         Information.   The   investment   objective  of  the  Fund  is  capital
         appreciation.  The Company may  designate  one or more series of common
         stock. The only series  currently  designated is the Fund. Each capital
         share in the Fund represents an equal proportionate interest in the net
         assets of the Fund with each other  capital share in such series and no
         interest in any other series.

         Significant Accounting Policies:

         Use of Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect the  reported  amounts of the assets and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported amounts of increases
         and  decreases  in net assets  from  operations  during  the  reporting
         period. Actual results could differ from those estimates.

         Valuation of Securities

         Securities  are valued at the close of each  business  day.  Securities
         traded on  national  securities  exchanges  or on the  national  market
         systems  are  valued  at the  last  quoted  sales  price  on the day of
         valuation.  Securities for which  representative  market quotations are
         not readily  available  are valued at fair value as  determined in good
         faith by the Board of  Directors.  Bonds are valued at the last  quoted
         bid price obtained from independent pricing services.

         Security Transactions and Investment Income

         Security  transactions are accounted for on the date the securities are
         purchased or sold.  Realized  security  gains and losses from  security
         transactions are reported on an identified cost basis.  Dividend income
         is  recognized  on  the  ex-dividend   date,  and  interest  income  is
         recognized on the accrual basis.


                       THE SHEPHERD LARGE CAP GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - NATURE OF  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
         (CONTINUED)

         Cash

         Cash is held in a credit interest  account at First Southwest  Company,
         bearing  interest at a variable  rate.  At June 30, 2004,  the interest
         rate was .25%.

         Income Taxes

         The Fund's policy is to continue to comply with the requirements of the
         Internal  Revenue  Code that are  applicable  to  regulated  investment
         companies and to distribute  all of its net taxable  income,  including
         any net realized gains on investments, to its shareholders.  Therefore,
         no federal income or excise tax provision is required.

         Net investment income (loss),  net realized gains (losses) and the cost
         of  investments  in securities  may differ for financial  statement and
         income tax purposes. The character of distributions from net investment
         income  or  net   realized   gains  may  differ  from  their   ultimate
         characterization for income tax purposes.  At June 30, 2004, there were
         no  material   differences.   Also,  due  to  the  timing  of  dividend
         distributions,  the fiscal year in which  amounts are  distributed  may
         differ from the year that the income or realized gains were recorded by
         the Fund.

         Distributions to Shareholders

         Dividends  declared and paid from net investment income or net realized
         gains are recorded on the ex-dividend date.

NOTE 2 - DISTRIBUTION TO SHAREHOLDERS

         There were no distributions to shareholders for the year ended June 30,
         2004.

         At June 30, 2004,  the Fund had  undistributed  net realized  losses of
         $5,155,715.


                       THE SHEPHERD LARGE CAP GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - CAPITAL SHARE TRANSACTIONS

         As of June 30, 2004, there were 1,000,000,000 shares of $.001 par value
         capital stock authorized of which 200,000,000  shares are classified as
         the Fund's series;  the balance is  unclassified.  As of June 30, 2004,
         capital paid-in aggregated $12,645,073.

         Transactions  in shares of capital  stock for the years  ended June 30,
         2004 and June 30, 2003 are as follows:





                                                       SHARES                                 AMOUNT
                                        -----------------------------------       ---------------------------------
                                             2004                  2003               2004                2003
                                        -------------         -------------       -------------      --------------
                                                                                         
               Shares sold                    855,615               241,399       $   3,059,355      $      716,852
               Shares issued in
                  reinvestment of
                  dividends                        --                    --                  --                  --
                                        -------------         -------------       -------------      --------------

               855,615                        241,399             3,059,355             716,852

               Shares redeemed                565,421               169,775           2,127,317             516,323
                                        -------------         -------------       -------------      --------------

               Net increase                   290,194                71,624       $     932,038      $      200,529
                                        =============         =============       ==============     ==============



NOTE 4 - SECURITIES TRANSACTIONS

         Cost  of  purchases  and  sales  of  securities  (excluding  short-term
         obligations) aggregated $7,026,181 and $8,726,248 respectively, for the
         year ended June 30, 2004. As of June 30, 2004, the aggregate unrealized
         appreciation and depreciation of securities was as follows:

               Unrealized appreciation                         $     31,168
               Unrealized depreciation                              (78,950)
                                                               ------------
               Net unrealized depreciation                     $    (47,782)
                                                               ============


                       THE SHEPHERD LARGE CAP GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

         The Fund has an  Investment  Advisory  Agreement  with  Nye,  Parnell &
         Emerson  Capital  Management,  Inc.  (Advisor) to act as its investment
         advisor.  The  Advisor  also  serves as  investment  advisor to certain
         private accounts.  The Advisor has no previous experience in advising a
         mutual fund,  other than to advise the Fund since November 1, 1999. The
         Advisor provides the Fund with investment  advice and  recommendations,
         and  supervises  the purchase and sale of  securities  on behalf of the
         Fund,  including the  negotiation of commissions  and the allocation of
         principal  business and portfolio  brokerage.  For such  services,  the
         Advisor receives an annual investment advisory fee equal to 1.0% of the
         Fund's  average daily net assets,  computed daily and paid on a monthly
         basis.

         The Fund has an  Administration  Agreement with Foundation  Management,
         Inc.  (Administrator).  Pursuant to the Administration  Agreement,  the
         Administrator  is  responsible  for  the   administration  and  overall
         management of the Fund. The  Administrator  pays all operating costs of
         the Fund,  except the  investment  advisory fee and the  administration
         fee, interest, taxes, the cost of brokerage incurred in connection with
         execution  of   securities   transactions,   litigation   expenses  and
         indemnification paid to advisors of the Fund and officers and directors
         of the Company. For such services, the Administrator receives an annual
         administration  fee  equal to 1.25% of the  Fund's  average  daily  net
         assets, computed daily and paid on a monthly basis.

         Certain  directors  and officers of the Company are also  directors and
         officers of the Advisor and Administrator.


                       THE SHEPHERD LARGE CAP GROWTH FUND
                              FINANCIAL HIGHLIGHTS



                                                                      YEAR ENDED JUNE 30,
                                            ------------------------------------------------------------------
                                               2004          2003          2002          2001          2000
                                            ----------    ----------    ----------    ----------    ----------
                                                                                     
PER SHARE DATA (1):

Net asset value, beginning of year          $     3.31    $     3.42    $     5.59    $    25.47    $    19.15
                                            ----------    ----------    ----------    ----------    ----------

Income (loss) from investment operations:

Net investment loss                               (.05)         (.04)         (.08)         (.24)         (.48)

Net realized and unrealized gain
   (loss) on investments in securities            0.26         (0.07)        (2.09)        (9.93)        12.62
                                            ----------    ----------    ----------    ----------    ----------

Total income (loss) from investment
   operations                                     0.21         (0.11)        (2.17)       (10.17)        12.14
                                            ----------    ----------    ----------    ----------    ----------

Less distributions:

Distributions from net realized gains               --            --            --         (9.71)        (5.82)
                                            ----------    ----------    ----------    ----------    ----------

Net asset value, end of year                $     3.52    $     3.31    $     3.42    $     5.59    $    25.47
                                            ==========    ==========    ==========    ==========    ==========

Total return                                      6.34%        -3.22%       -38.82%       -53.85%        69.10%
                                            ==========    ==========    ==========    ==========    ==========

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of year (in
   thousands)                               $    4,990    $    3,739    $    3,615    $    6,994    $   17,903

Ratio of expenses to average
  net assets                                      2.25%         2.25%         2.25%         2.25%         2.24%

Ratio of net investment loss to
   average net assets                             1.37%         1.33%         1.94%         2.03%         2.02%

Portfolio turnover rate                         258.84%       235.79%        99.77%        19.96%       120.65%


(1)  Per share information has been calculated using the average number of
     shares outstanding.

(2)  Sales load is not reflected in total return.


See notes to financial statements.


                              [LOGO] SHEPHERD FUNDS

                             ADDITIONAL INFORMATION

INFORMATION ABOUT DIRECTORS

The  business  and affairs of the Fund are managed  under the  direction  of the
Fund's Board of Directors.  Information  pertaining to the directors of the Fund
is set forth below.  The SAI includes  additional  information  about the Fund's
directors and is available,  without  charge,  upon request by calling (800) 416
2053.



INTERESTED DIRECTORS
                                               TERM OF                                                                OTHER
                             POSITION        OFFICE AND                                                           DIRECTORSHIPS
           NAME,             HELD WITH        LENGTH OF                   PRINCIPAL OCCUPATION(S)                    HELD BY
      ADDRESS AND AGE          FUND          TIME SERVED                    DURING PAST 5 YEARS                      DIRECTOR
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Paul Dietrich              Chairman,      Indefinite term;   President  and  Managing  Director  of Eton Court         None
1613 Duke Street           President,     Director since     Asset Management,  Ltd. ("Eton Court") (parent of
Alexandria, VA 22314       Director       2001; Chairman     Nye, Parnell & Emerson Capital Management,  Inc.,
Age: 55                                   since 2002;        the Fund's  investment  adviser) and President of
                                          President since    Foundation    Management,    Inc.,   the   Fund's
                                          2003               administrator  (1999  -  present);   Chairman  of
                                                             Peress   Investment   Advisors,   Ltd.  (1999  to
                                                             present).


NON-INTERESTED DIRECTORS
                                               TERM OF                                                                OTHER
                             POSITION        OFFICE AND                                                           DIRECTORSHIPS
           NAME,             HELD WITH        LENGTH OF                  PRINCIPAL OCCUPATION(S)                     HELD BY
      ADDRESS AND AGE          FUND          TIME SERVED                   DURING PAST 5 YEARS                      DIRECTOR
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Douglas W. Powell          Director       Indefinite term;   Registered  representative of New Investor World         None
4101 McEwen                               Director since     Incorporated  (2000  -  present);   COO/CFO  NIW
Suite 110                                 1999               Holdings,  Inc.  (2002 - Present);  CEO Rushmore
Dallas, TX 75244                                             Investment   Management   Corp.   (2001  -2002);
Age: 64                                                      Chairman   and  Chief   Executive   Officer   of
                                                             Northstar Financial Group (1995 - 2001).



                              [LOGO] SHEPHERD FUNDS

                                  ANNUAL REPORT
                                  JUNE 30, 2004



                                                                                      
             INVESTMENT ADVISOR                            TRANSFER AGENT                              DISTRIBUTOR
 Nye, Parnell & Emerson Capital Management,             Fund Services, Inc.                  Cullum & Burks Securities, Inc.
                    Inc.                            1500 Forest Ave., Suite 111                13355 Noel Road, Suite 1300,
              1613 Duke Street                           Richmond, VA 23229                         One Galleria Tower
            Alexandria, VA 22314                           (800) 628 4077                            Dallas, TX 75240
               (800) 416 2053                                                                         (972) 755 0270

               ADMINISTRATOR                            INDEPENDENT AUDITORS                          LEGAL COUNSEL

        Foundation Management, Inc.                     Brad A. Kinder, CPA                  Frederick C. Summers, III, P.C.
             1141 Custis Street                          400 Parker Square                           Attorney at Law
            Alexandria, VA 22308                            Suite 250-K                       8235 Douglas Ave., Suite 1111
               (800) 416 2053                          Flower Mound, TX 75028                        Dallas, TX 75225

                  OFFICERS                                   DIRECTORS                                  CUSTODIAN

               Paul Dietrich                               Paul Dietrich                         First Southwest Company
            Chairman, President                                                                  1700 Pacific, Suite 500
                                                         Douglas W. Powell                           Dallas, TX 75201



ITEM 2. CODE OF ETHICS.

As of the end of the period covered by this report, the Registrant has adopted a
code of ethics  that  applies  to its  principal  executive  officer,  principal
financial  officer,  principal  accounting officer or persons performing similar
functions. Such code of ethics is attached hereto as an exhibit. No waivers from
a provision of the Code were granted during the period covered by this report.

ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant does not have an audit committee financial expert. The registrant
does not have an audit committee  financial expert because the small size of the
registrant  limits the ability of the  registrant's  Administrator  to engage an
audit committee financial expert.

ITEM 4.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees.  The aggregate fees billed for each of the last two fiscal years
for  professional  services  by the  principal  accountant  for the audit of the
registrant's annual financial statements, or services that are normally provided
by the  accountant  in  connection  with  statutory  and  regulatory  filings or
engagements for those fiscal years, were as follows:

              YEAR ENDED JUNE 30,
       -------------------------------
         2003                   2004
       --------               --------
       $  6,000               $  6,000



(b) Audit-Related Fees. The aggregate fees billed in each of the last two fiscal
years for assurance and related  services by the principal  accountant  that are
reasonably related to the performance of the audit of the registrant's financial
statements and are not reported under "Audit Fees" above were as follows:

              YEAR ENDED JUNE 30,
       -------------------------------
         2003                   2004
       --------               --------
       $    -0-               $    -0-

The nature of the services  comprising  the fees  disclosed  under this category
were as follows:

(c) Tax Fees. The aggregate fees billed in each of the last two fiscal years for
professional  services rendered by the principal  accountant for tax compliance,
tax advice and tax planning were as follows:

              YEAR ENDED JUNE 30,
       -------------------------------
          2003                   2004
       --------               --------
       $  2,000               $  2,000

The nature of the services  comprising  the fees  disclosed  under this category
were as follows:

________________________________________________________________________________

Preparation of Federal income tax return for registrant.

(d) All Other  Fees.  The  aggregate  fees billed in each of the last two fiscal
years for products and services provided by the principal accountant, other than
the services reported in the above categories were as follows:

              Year ended June 30,
       -------------------------------
         2002                   2003
       --------               --------
       $    -0-               $    -0-

The nature of the services  comprising  the fees  disclosed  under this category
were as follows:

(e)(1)  Disclose the audit  committee's  pre-approval  policies  and  procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

The registrant does not have an audit committee.

(2) Disclose the  percentage  of services  described in each of  paragraphs  (b)
through (d) of this Item that were approved by the audit  committee  pursuant to
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

The registrant does not have an audit committee.

(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most  recent  fiscal  year that were  attributed  to work  performed  by
persons other than the principal  accountant's  full-time,  permanent employees.
- -Not applicable-

(g) Disclose the aggregate non-audit fees billed by the registrant's  accountant
for  services  rendered to the  registrant,  and  rendered  to the  registrant's
investment adviser,  and any entity controlling,  controlled by, or under common
control with the adviser that provides  ongoing  services to the  registrant for
each of the last two fiscal years of the registrant.


             Year ended June 30,
       -------------------------------
         2003                   2004
       --------               --------
       $  2,000               $  2,000

(h) Disclose whether the registrant's  audit committee of the board of directors
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser, and any entity controlling,  controlled by,
or under  common  control with the  investment  adviser  that  provides  ongoing
services to the  registrant  that were not  pre-approved  pursuant to  paragraph
(c)(7)(ii) of Rule 2-01 of Regulation  S-X is compatible  with  maintaining  the
principal accountant's independence.

The registrant does not have an audit committee.

ITEM 5.  AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6.  SCHEDULE OF INVESTMENTS

The schedule is included as part of the report to shareholders  filed under Item
1 of this Form.

ITEM 7.  DISCLOSURE  OF PROXY VOTING  POLICIES  AND  PROCEDURES  FOR  CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8.  PURCHASES OF EQUITY  SECURITIES  BY  CLOSED-END  MANAGEMENT  INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 9.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 10. CONTROLS AND PROCEDURES.

Based on their evaluation of registrant's disclosure controls and procedures (as
defined  in  rule  30a-2(c)  under  the  Investment  Company  Act of  1940 as of
September  8, 2004,  registrant's  principal  executive  officer  and  principal
financial officer found  registrant's  disclosure  controls and procedures to be
appropriately  designed to ensure that  information  required to be disclosed by
registrant  in the reports  that it files under the  Securities  Exchange Act of
1934 (a) is accumulated and communicated to registrant's  management,  including
its principal executive officer and principal financial officer, to allow timely
decisions  regarding  required  disclosure,  and  (b)  is  recorded,  processed,
summarized  and  reported,  within the time  periods  specified in the rules and
forms adopted by the U.S. Securities and Exchange Commission.

There have been no significant  changes in registrant's  internal controls or in
other factors that could  significantly  affect  registrant's  internal controls
subsequent to the date of the most recent evaluation as indicated,  including no
significant deficiencies or material weaknesses that required corrective action.


ITEM 11. EXHIBITS.

(a) Code of Ethics is attached hereto as EX-99.CODE ETH.

(b) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are
attached  hereto as  EX-99.CERT.  Certifications  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 are attached hereto as EX-906CERT.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Dominion Funds, Inc.

By: /S/ Paul Dietrich
  ----------------------------
  Paul Dietrich, President

  Date: September 8, 2004

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment  Company  Act of  1940,  this  report  has been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

By: /S/ Paul Dietrich
  ----------------------------
  Paul Dietrich
  Principal executive and
  principal financial officer

  Date: September 8, 2004