PSC Vote is Third Important Merger Approval

    RICHMOND, Va., and PITTSBURGH, July 28 /PRNewswire/ -- The Public Service
Commission of West Virginia (PSC) has approved the merger of Dominion
Resources Inc. (NYSE: D) and Consolidated Natural Gas Company (NYSE: CNG), the
companies announced.
    Thos. E. Capps, chairman, president and chief executive officer of
Dominion Resources, and George A. Davidson Jr., chairman and chief executive
officer of CNG, said in a joint statement:
    "We believe the combination of our two companies will provide substantial
benefits to the Mountain State.  This is a merger about growth, and West
Virginia will play an important role in our expansion plans.  We thank PSC
Chairman Charlotte Lane and Commissioner Otis Casto for their timely
consideration and approval."
    The action yesterday by the West Virginia PSC marks the third important
endorsement for the Dominion Resources/CNG merger.  Shareholders of both
companies overwhelmingly approved the merger on June 30, and the Pennsylvania
Public Utility Commission unanimously approved it on June 24.
    "We are on track and the momentum is building," Capps and Davidson said.
"We continue to work toward closing the merger by the end of the year."
    Approvals are also required from the Virginia and North Carolina public
utility commissions and from several federal agencies.
    Dominion Resources and CNG together have nearly 2,000 employees in West
Virginia.  CNG's utility subsidiary, Hope Gas, Inc., and interstate pipeline
and storage subsidiary, CNG Transmission Corporation, are headquartered in
Clarksburg, W.Va.  Dominion Resources subsidiaries own electric generating
stations in Mt. Storm and Morgantown, W.Va.  Both companies also have oil and
natural gas exploration and production operations in the state.
    As evidence of West Virginia's importance to the combined company, Capps
and Davidson noted the joint announcement last May of plans to locate a
$100 million to $200 million, gas-fired electric power generation facility in
Pleasants County, W.Va.  The facility will provide electricity during periods
of peak demand.
    "West Virginia sits at the crossroads of the Mid-Atlantic/Midwest energy
corridor," Capps and Davidson said.  "This key location, along with abundant
natural resources and a highly skilled workforce, make the state a desirable
place for us to do business."
    The Dominion Resources/CNG merger will create one of the nation's largest
integrated energy companies.  The merged company will serve about 4 million
electric and natural gas customers in five states.  It will have about
20,000 megawatts of electric generating capacity and will operate North
America's largest natural gas storage system.  The merged company also will be
one of the largest independent oil and natural gas exploration and production
companies in North America, with more than 3 trillion cubic feet equivalent of
reserves in the United States and Canada.

    This press release contains forward-looking statements.  The companies
wish to caution readers that the assumptions which form the basis for
forward-looking statements with respect to or that may impact earnings for
fiscal 1999, and thereafter, include many factors that are beyond the
companies' ability to control or estimate precisely, such as estimates of
future market conditions and the behavior of other market participants.  Other
factors include, but are not limited to, weather conditions, economic
conditions in the companies' service territories, fluctuations in
energy-related commodity prices, conversion activity, other marketing efforts
and other uncertainties.

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