Dominion Resources, Consolidated Natural Gas File S-4 Merger Registration With SEC.

RICHMOND, Va. and PITTSBURGH--(BUSINESS EDITORS)--April 5, 1999--Dominion Resources Inc. (NYSE:D) and Consolidated Natural Gas Company (NYSE:CNG) announced today that they have filed a preliminary joint proxy statement/prospectus with the U.S. Securities and Exchange Commission relating to their planned merger.

The preliminary proxy/prospectus, which is subject to comment by the SEC staff, will be mailed to shareholders of both companies when it is in final form. Shareholders will be asked to approve the proposed combination.

The companies have also applied for and expect to receive required SEC approval of the merger under the Public Utility Holding Company Act of 1935 (PUHCA). Dominion Resources will become a registered holding company under PUHCA at the time of the merger. Dominion Resources' post-merger combined system would operate regulated utilities in five states, which means that the single-state exemption will no longer apply.

Applications for approvals required at the state level have also been filed.

The companies also disclosed that they have amended the merger agreement so that CNG will become a wholly owned subsidiary of Dominion Resources. CNG's subsidiaries will remain subsidiaries of CNG. CNG will also remain a registered holding company under PUHCA.

The amended agreement does not alter the previously announced exchange ratio of 1.52 Dominion Resources shares for each share of CNG.

The companies expect to obtain needed federal and state regulatory approvals within 12 months and shareholder approvals by mid-year.

This release contains forward-looking statements which are subject to various risks and uncertainties. Discussion of factors that could cause actual events or results to differ materially from management's projections, forecasts, estimates and expectations is contained in the companies' SEC filings, including the preliminary joint proxy statement/prospectus.