

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

For the transition period from      to

Commission file number         0-10176

          DOMINION RESOURCES, INC.
 (Exact name of registrant as specified in its charter)

    Delaware                                     22-2306487
(State or other jurisdiction of           (IRS Employer
 incorporation or organization)           Identification No.)

355 Madison Avenue, Morristown, NJ           07960
(Address of principal executive offices)    (Zip Code)

         (973) 538-4177
 (Registrant's telephone number, including area code)

                NONE
(Former  name,  former  address,  and former  fiscal year, if changed since last
report.)

  Indicate  by check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) or the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes               No X

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the close of the latest practicable date.

     Class                      Outstanding at January 1, 2001
Common Stock, $0.01 par value         7,630,576




<PAGE>


DOMINION RESOURCES, INC.  AND SUBSIDIARIES

FORM 10-QSB

QUARTER ENDED DECEMBER 31, 2000

FINANCIAL INFORMATION

PART I

Item 1.  Financial Statements

The attached unaudited financial statements of Dominion Resources,  Inc. and its
wholly owned  subsidiaries (the "Company") reflect all adjustments which are, in
the  opinion  of  management,  necessary  to  present  a fair  statement  of the
operating results for the interim period presented.

Condensed consolidated balance sheets                   1-2

Condensed consolidated statements of operations         3

Condensed consolidated statements of cash flows         4

Notes to condensed consolidated financial statements    6-9

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

PART II
OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

Item 6.  Exhibits and Reports on Form 8-K




<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS



<TABLE>
<CAPTION>
                                                December 31,      September 30,
                                                2000              2000
                                                (Unaudited)       (See note below)
<S>                                             <C>               <C>
Current assets:
Cash and cash equivalents                       $    112,909       $       26,072
Membership receivables, net (of allowance
  for doubtful accounts of $0 at
  December 31, 2000 and at September
  30, 2000                                           421,839              487,333
Prepaid expenses and other assets                     30,452               59,568
Investment in mutual fund and other
  marketable securities                               42,067               42,115
Accrued interest and other receivables               583,861              586,221
          Total current assets                     1,191,128            1,201,309

Property, equipment, furniture and fixtures,
  net of accumulated depreciation and
  amortization of $93,372 at December 31,
  2000 and $91,458 at September 30, 2000             145,811              147,226

Other assets:
 Membership receivables, net (of allowance
   for doubtful accounts of $0 at
   December 31, 2000 and September 30, 2000        1,586,917             1,833,299
 RTC mortgages                                        17,354                20,177
 Note receivable - Stonehill Recreation            3,128,787             3,128,787
 Note receivable - RiceX, Inc.                           -0-               948,655
 Investment in RiceX, Inc.                           483,803               483,803
 Real estate and real estate related
   activities                                        895,409               875,326
          Total other assets                       6,112,270             7,290,047
          Total assets                         $   7,449,209         $   8,638,582

</TABLE>

Note:  The balance sheet at September 30, 2000, has been taken
from the audited financial statements at that date and condensed.


See accompanying notes.


                                       1

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                December 31,      September 30,
                                                2000              2000
                                                (Unaudited)       (See note below)
<S>                                             <C>               <C>
Current Liabilities:
 Secured debt, current portion                  $    624,298      $    775,240
 Notes payable, current portion                       14,576            33,955
 Accounts payable and accrued liabilities          1,302,961         1,408,440
 Deferred revenue                                        -0-            35,210
          Total current liabilities                1,941,835         2,252,845

Long-term liabilities:
 Secured debt, net of current maturities           3,320,166         3,672,707
 Resort Club Reserve                                 757,366           927,769
 Notes Payable                                        31,559            33,134
         Total long-term liabilities               4,109,091         4,633,610

Commitments and Contingencies (Note 5):

Redeemable common stock; par value $0.01 per share 358,333 shares outstanding at
  December 31, 2000 and September 30, 2000; redeemable at $3.00 per share
  in July 1998 through July 2000                   1,075,000         1,075,000

Stockholders' equity:
 Common  stock,  $0.01 par value;  Authorized -  25,000,000  Shares;  issued and
  outstanding - 7,630,576 shares at December 31, 2000
  and September 30, 2000, respectively                76,306            76,306
 Additional paid-in-capital                        5,819,484         5,819,484
 Accumulated deficit                              (4,171,594)       (3,817,750)
 Less: 1,350,646 shares held in treasury
  at December 31, 2000 and September 30, 2000     (1,400,913)       (1,400,913)
          Total stockholders' equity                 323,283           677,127
          Total liabilities and
             stockholders' equity              $   7,449,209     $   8,638,582

</TABLE>

Note:  The balance sheet at September 30, 2000, has been taken
from the audited financial statements at that date and condensed.




See accompanying notes.


                                       2


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
(Unaudited)

<TABLE>
<CAPTION>
                                                2000              1999
<S>                                             <C>               <C>
Revenues:
 Other revenue                                  $       600         $     2,185
       Total revenues                                   600               2,185

Expenses:
 Other operations                                    19,555              29,092
 General and administrative expenses                183,928             114,521
 Depreciation and amortization                        1,914               2,566
       Total expenses                               205,397             146,179

Loss from operations                               (204,797)           (143,994)

Other income (expenses):
 Interest income                                     63,655             267,160
 Interest expense                                  (183,443)           (163,059)
 Amortization of deferred financing costs           (29,259)            (29,259)
        Total other income (expenses)              (149,047)             74,842

Loss from continuing operations
    before provision for income taxes              (353,844)            (69,152)
  Provision for income taxes                            -0-                 -0-
Loss from continuing operations                    (353,844)            (69,152)

Discontinued Operations:
Gain on sale of Resort Club (less applicable
  income taxes of $0 at December 31, 2000)             -0-           11,115,744

Income from discontinued operations                    -0-           11,115,744

Net income (loss)                                 (353,844)          11,046,592

Loss per common share -
  continuing operations                             $(0.05)              $(0.01)

Income per common share -
  discontinued operations                           $ 0.00               $ 1.46

Net income (loss) per common share                 $ (0.05)              $ 1.45

Weighted average number of share used in
  computing net income (loss) per share          7,630,576            7,630,576

</TABLE>
See accompanying notes.

                                       3

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
(Unaudited)

<TABLE>
<CAPTION>
                                                2000              1999
<S>                                             <C>               <C>
Cash flows from operating activities:
  Net Income (loss)                             $    (353,844)    $  11,046,592
Adjustments to reconcile net income
 (loss) to net cash used
 in operating activities:
  Depreciation and amortization                         1,914             2,566
  Amortization of interest income                         -0-           (60,017)
  Amortization of deferred financing costs             29,259            29,259
  Gain on sale of Resort Club                             -0-       (11,115,744)
Changes in assets and liabilities:
  Membership receivables                              311,876               -0-
  Accrued interest receivable and other
    receivables                                         2,360            (4,257)
  Prepaid expenses and other assets                      (143)             (390)
  Accounts payable and accrued expenses              (275,882)           29,248
  Deferred revenue                                    (35,210)          (35,210)
Net cash used in operating activities                (319,670)         (107,953)
Cash flows from investing activities:
  Sale of (investment in) real estate
   and real estate related activities                 (17,260)             (500)
  Sale of (investment in) mutual fund
    and other  marketable securities                       48               (11)
  RiceX proceeds                                          -0-         1,750,000
  RiceX - loan participation                          948,655          (912,886)
Capital expenditures                                     (499)              -0-
Net cash used in investing activities                 930,944           836,603
Cash flows from financing activities:
  Repayment of borrowings                            (524,437)         (706,130)
  Redemption of Common Stock                              -0-           (75,000)
Net cash used in financing activities                (524,437)         (781,130)
Increase (Decrease) in cash and cash equivalents       86,837           (52,480)
Cash and cash equivalents balance, beginning
  of period                                            26,072            82,110
Cash and cash equivalents balance, end of period   $  112,909         $  29,630


</TABLE>


See accompanying notes.

                                       4


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULE
OF NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES
THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
(Unaudited)





<TABLE>
<CAPTION>
                                                2000              1999
<S>                                             <C>               <C>
Total Non-Cash Operating, Investing
  and Financing Activities                      $   -0-           $      -0-

</TABLE>


See accompanying notes.


                                       5


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

The accompanying  unaudited condensed  consolidated  financial statements of the
Company have been  prepared in accordance  with  generally  accepted  accounting
principles for interim financial reporting. Accordingly, they do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  the
accompanying condensed consolidated financial statements contain all adjustments
(consisting only of normal recurring  accruals)  necessary to present fairly the
financial  position as of December 31, 2000 and September 30, 2000,  the results
of operations  for the three months ended  December 31, 2000 and 1999,  and cash
flows for the three months ended December 31, 2000 and 1999.  Operating  results
for the three months ended December 31, 2000, are not necessarily  indicative of
the results which may be expected for the year ending  September 30, 2001. These
statements  should be read in conjunction with Form 10-KSB for fiscal 2000 which
is on file with the Securities and Exchange Commission.

On March 1, 2000, the Company  negotiated the sale of its 65% interest in Resort
Club, Inc.  ("Resort  Club").  The transaction is effective  October 1, 1999 and
requires the Company to use its best efforts but is not obligated to restructure
certain notes payable of GAR, Inc. which aggregate approximately  $11,483,000 at
December 31, 2000. The sales price is in the form of a royalty  payment based on
3% of future sales revenues.  The Company  recorded a net gain of  approximately
$10.3 million on the  transaction  which included a write-down to net realizable
value of the Company's notes  receivable in Resort Club of  approximately  $20.8
million (See Note 3).

NOTE 2 - RECLASSIFICATION:

Certain fiscal 2000 items have been reclassified to conform with the fiscal 2001
presentation.

NOTE 3 - DISCONTINUED OPERATIONS (continued):

In September,  1999, the Board of Directors  adopted a plan to dispose of Resort
Club through sale or  liquidation.  In connection  with the  Company's  disposal
plan, Resort Club ceased operations as of September, 1999.

                                       6
<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
(Unaudited)

NOTE 3 - DISCONTINUED OPERATIONS (continued):

On March 1, 2000, the Company  negotiated the sale of its 65% interest in Resort
Club. The  transaction is effective  October 1, 1999 and requires the Company to
use its best efforts but is not obligated to  restructure  certain notes payable
to GAR, Inc. which  aggregate  approximately  $11,483,000 at September 30, 1999.
The sales price is in the form of a royalty  payment based on 3% of future sales
revenues.  As a result of the sale, a gain of $10,302,712  was recorded which is
broken out as follows:

Net liabilities as of September 30, 1999              $33,523,317
  Less:  Contingency reserve for mortgages,
   fulfillment and GAR, Inc. restructuring              2,424,218
Subtotal                                               31,099,099
  Less:  Write-down to net realizable value, the
   Company's notes receivable due from Resort Club     20,796,387
Net gain                                              $10,302,712

For federal  income tax purposes,  the Company did not include  Resort Club, its
former 65% owned  subsidiary,  in its  federal  consolidated  income tax return.
Accordingly, the Company did not record an income tax expense in connection with
the gain on sale.  Such gain was the result of a reduction of net liabilities of
Resort Club,  which the Company has no obligation to pay. These net  liabilities
were previously included in the consolidated financial statements of the Company
in accordance with generally accepted accounting principles.

NOTE 4 - RELATED PARTY TRANSACTIONS:

Since  January  1,  1999,  the  Company  has not  been a party  to any  material
transactions  with any  officers,  directors  or  holders of more than 5% of the
outstanding common stock of the Company.

NOTE 5 - COMMITMENTS AND CONTINGENCIES:

In October 1999, the Company  received a Letter and Examination  Report from the
District Director of the Internal Revenue Service that proposed a tax deficiency
based on an audit of the Company's consolidated 1995 tax return. The Examination
Report proposed adjustments that the Company does not agree to.

The adjustments  included  disallowed  deductions  from the Company's  principal
subsidiary  in  the  amount  of  $5,124,000,   which  represented  accruals  and
deductions  related to membership  fulfillment  expense and  membership  product
cost. The Internal Revenue  Service's  position was that these deductions should
have  been  capitalized.  Additionally,  approximately  $498,000  of  deductions
representing a write down of packaged loans acquired

                                       7
<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
(Unaudited)

NOTE 5 - COMMITMENTS AND CONTINGENCIES (continued):

from  Resolution  Trust  Company and certain  normal  business  deductions  were
disallowed.   The  Internal  Revenue  Service  also  disallowed  $830,000  as  a
compensation deduction related to a former officer's stock redemption,  claiming
the disallowed deduction should have been classified as treasury stock.

The Company does not agree with the proposed  adjustments  and is contesting the
proposed tax assessment of $2,164,000 (not including  interest and penalties) at
the appeals level of the Internal Revenue Service. To date, the Appeals Division
of the Internal  Revenue Service has conceded to  approximately  $645,000 of the
above  disallowances.  The Company is continuing the appeal process. The Company
believes that when there is a final  resolution,  the proposed tax  deficiencies
will be  substantially  reduced.  No provision has been made in the accompanying
financial   statements   for  the  proposed   additional   taxes  and  interest.
Additionally,  the Company has adequate  net  operating  losses,  which could be
utilized to offset any unresolved tax adjustments related to this examination.

The Company is in dispute with Debra Tierney  ("Tierney"),  the Company's former
President  with respect to the purchase price paid by the Company to Tierney and
her family for their shares of the Company's  Common Stock. On or about February
15, 1996,  Tierney and the Company entered into a written  agreement under which
Tierney and the Company  confirmed that, the Company would repurchase all of the
Company's shares of Common Stock owned by the Tierneys. Pursuant to the terms of
the agreement,  the Company  purchased  943,411  shares of the Company's  Common
Stock  from the  Tierneys  at a purchase  price  equal to  $500,000  in cash and
182,500 shares of PriCellular Common Stock. The Company  anticipates  resolution
to the dispute within the second quarter of fiscal 2001.


NOTE 6 - FOODCEUTICALS PARTICIPATION:

In March 1996,  the Company  entered into a $1.75 million  secured loan with The
RiceX Company  ("RiceX").  Subsequently,  in December 1998, the Company  entered
into a Loan Participation Agreement with FoodCeuticals, L.L.C. ("FoodCeuticals")
whereby the Company  contributed its secured loan,  including  accrued interest,
due from RiceX in the aggregate of  approximately  $2 million and  FoodCeuticals
contributed  its  secured  loan due from RiceX in the  amount of $1.85  million.
FoodCeuticals  had  made  its  loan to  RiceX  in  December  1998.  RiceX  is an
agribusiness food technology  company which has developed a proprietary  process
to  stabilize  rice  bran.  Its  shares  of Common  Stock are  quoted on the OTB
Bulletin  Board  under  the  symbol  "RicX".   The  Company  and  FoodCueticals'
collateral  includes certain  tangible and intangible  assets of RiceX including
RiceX's  extrusion  machines  located at two rice mills in California,  contract
rights,  and  all of  RiceX's  intellectual  property.  These  assets  represent
substantially  all of the  assets  in  RiceX . In  conjunction  with its loan to
RiceX,  FoodCeuticals  received an aggregate of 940,679 shares of RiceX's common
stock and a warrant to  purchase an  aggregate  of  3,743,540  shares of RiceX's
common  stock at an  exercise  price  of  $0.75  per  share.  Collectively,  the
Company's  and  FoodCeuticals  secured  loans of $2 million  and $1.85  million,
respectively, are hereinafter referred to as the Participation Loan. Pursuant to
the Loan Participation  Agreement,  the Company and FoodCeuticals share pro rata
as to the Participation  Loan,  warrants,  shares and collateral due, payable or
granted  under the  December  1998  Loan  Agreement  to the  extent  that  their
participation  amount bears to the total  Participation  Loan. As a result,  the
Company received 409,421 shares of RiceX common stock and a warrant to purchase

                                      8
<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
(Unaudited)

NOTE 6 - FOODCEUTICALS PARTICIPATION (continued):

1,429,338  shares of RiceX  common  stock.  In November  1999,  RiceX repaid the
borrowing incurred in 1996 in the amount of $1.75 million, plus accrued interest
of  approximately  $320,753.  Pursuant  to the  terms of the Loan  Participation
Agreement,  approximately  $912,900 was advanced to  FoodCeuticals as a pro-rata
share of the loan proceeds.  This amount,  along with advances for certain legal
and professional fees, has been carried on the Company's Financial Statements as
the basis in the FoodCeuticals loan, which was repaid on December 31, 2000.

NOTE 7 - SUBSEQUENT EVENTS:

The Company is continuing the negotiation for the restructuring of Resort Club's
$7.5 million  Unsecured  Creditors Note with GAR, Inc.  Pursuant to the terms of
the  agreement,  the Company will issue up to 750,000 shares of its common stock
in return for the cancellation of the $7.5 million Unsecured Creditors Note.

During the second quarter of fiscal 2001 the company completed a transaction for
the purchase of 48,866 shares and a warrant to purchase  194,470 shares of RiceX
common stock from FoodCeuticals, LLC.

                                        9
<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following  information  should be read in conjunction  with the accompanying
unaudited financial  statements and the notes thereto included in Item I of this
quarterly  report,  and the  financial  statements  and the  notes  thereto  and
management's  discussion  and  analysis of  financial  condition  and results of
operations  contained in the Company's Annual Report on Form 10-KSB for the year
ended September 30, 2000.


A.       Liquidity and Capital Resources

During the first  three  months of fiscal  2001,  the  Company had a net loss of
approximately  $353,800.  Included in the net loss is depreciation of $1,914 and
amortization  of deferred  financing costs of $29,259 both of which are non-cash
expenses.

Also during the first  three  months of the fiscal  2001,  changes in assets and
liabilities  included a decrease in prepaid  expenses  and other assets of $143,
and a decrease  in  deferred  revenue of  $35,210,  and a decrease  in  accounts
payable and accrued  liabilities of $275,882 offset by an increase in membership
receivables  of  $311,876  and  an  increase  in  accrued   interest  and  other
receivables  of  $2,360.   After  reflecting  the  net  changes  in  assets  and
liabilities, net cash used in operations was approximately $319,700.

During the first three months of the fiscal 2001,  investing activities provided
net cash of $930,944 and includes  primarily  the proceeds of the  FoodCeuticals
loan  of  $948,655,   offset  by  investments  in  real  estate   activities  of
approximately $17,300.

During the first three months of the fiscal 2001,  financing activities used net
cash of $524,437 which resulted from the repayment of borrowings.

Accordingly,  during the first three months of fiscal 2001,  the Company's  cash
increased by approximately $86,840.


Future Business Plans

Through  fiscal  1999,  the  Company's  primary  business   operations  were  in
connection with the sale of membership interests through Resort Club. During the
third quarter of fiscal 1999,  the Company  substantially  reduced its operating
activities with respect to selling new Membership  Interests through Resort Club
primarily as a result of its inability to obtain financing. As of the end of the
fiscal  year  ended  September  30,  2000,   these  operations  are  treated  as
discontinued.



<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

A.     Liquidity and Capital Resources (continued)

Future Business Plans (continued)

Management  presently  intends to apply the bulk of the  Company's  resources in
some or all of the following real estate  development  activities:  residential,
commercial and resort development. Some of such activities may be conducted with
entities affiliated with management.  The Company's involvement may be as a sole
principal,  a partner,  a joint venture or in some other form. In addition,  the
Company is also researching several Internet opportunities.

Despite the  foregoing,  management  reserves  the right to apply the  Company's
resources in other businesses as opportunities present themselves.

B.       Results of Operations

Continuing Operations:

Three months ended  December 31, 2000 compared with three months ended  December
31, 1999.

Other  revenue was $600 in the first three months of fiscal 2001  compared  with
$2,185 in the first  three  months  of  fiscal  2000 for a decline  of $1,585 or
72.54%.  The decline in revenues was  primarily  the result of decreased  rental
income from the Company's rental properties in Fort Lee, New Jersey.

Other  operations  expenses  were  $19,555  in the  first  three  months of 2001
compared  with $29,092 in the first three months of fiscal 2000,  for a decrease
of $9,537 or 32.78%. The decrease was primarily the result of additional charges
incurred  in fiscal  2000  related to moving  the  Company's  brewery  equipment
located in Vernon, New Jersey to storage.

General and  administrative  expenses  increased  to $183,928 in the first three
months of fiscal 2001 from $114,521 in the first three months of fiscal 2000, or
by $69,407 or 60.61%  primarily as a result of additional legal and professional
fees.

Depreciation  and  amortization  was $1,914 in the first three  months of fiscal
2001 compared to $2,566 in the first three months of fiscal 2000, resulting in a
decrease of $652. This decrease is essentially unchanged.

Interest  income was $63,655 in the first three months of fiscal 2001,  compared
with $267,160 in the first three months of fiscal 2000. The decrease of $203,505
was  primarily  the  result of a reserve  of  interest  income  relating  to the
Stonehill Recreation loan receivable.


Interest expense increased to $183,443 in the first three months of fiscal 2001,
compared with $163,059 in the first three months of fiscal 2000. The increase of
$20,384 was the result of an increase in debt for the comparable periods.


<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

B.       Results of Operations (continued)

Continuing Operations (continued):

Amortization of deferred financing costs consist primarily of deferred financing
costs associated with the Company's  borrowings from Binghamton Savings Bank and
Public Loan Corp.  These costs were  $29,259 in the first three months of fiscal
2001 and 2000.


Discontinued Operations:

On March 1, 2000, the Company  negotiated the sale of its 65% interest in Resort
Club. The  transaction is effective  October 1, 1999 and requires the Company to
use its best efforts but is not obligated to  restructure  certain notes payable
to GAR which  aggregate  approximately  $11,483,000  at September 30, 1999.  The
sales  price is in the form of a royalty  payment  based on 3% of  future  sales
revenues.  As a result of the sale, a gain of $10,302,712  was recorded which is
broken out as follows:

Net liabilities as of September 30, 1999              $33,523,317
  Less:  Contingency reserve for mortgages,
   fulfillment and GAR, Inc. restructuring              2,424,218
Subtotal                                               31,099,099
  Less:  Write-down to net realizable value, the
   Company's notes receivable due from Resort Club     20,796,387
Net gain                                              $10,302,712

For federal  income tax purposes,  the Company did not include  Resort Club, its
former 65% owned  subsidiary,  in its  federal  consolidated  income tax return.
Accordingly, the Company did not record an income tax expense in connection with
the gain on sale.

Such gain was the result of a reduction of net liabilities of Resort Club, which
the Company has no obligation to pay. These liabilities were previously included
in the  consolidated  financial  statements  of the Company in  accordance  with
generally accepted accounting principles.


PART II
OTHER INFORMATION

Part II

Item 4.  Submission of Matters to a Vote of Security Holders

         During the quarter ended December 31, 2000:

         None.

Item 6.  Exhibits and Reports on Form 8-K

         During the quarter ended December 31, 2000:

         None.

<PAGE>

DOMINION RESOURCES, INC. AND SUBSIDIARIES

SIGNATURES


  Pursuant to the  requirements  of the  Securities  Exchange  Commission Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


DOMINION RESOURCES, INC.


Dated:   By:   /s/ Joseph R. Bellantoni
                   Joseph R. Bellantoni
                   President, Chief Executive Officer and
                             Chief Financial Officer






