

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  FORM 10-QSB/A
                                   (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                              4-5

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 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.                                                               24,612                    24,612
 Real estate and real estate related
   activities                                                                           895,409                   875,326
          Total other assets                                                          5,653,079                 6,830,856
          Total assets                                                               $6,990,018                $8,179,391

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


See accompanying notes.

<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                                                                (4,630,785)              (4,276,941)
 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                                                  (135,908)                 217,936
          Total liabilities and
             stockholders' equity                                                  $ 6,990,018              $ 8,179,391

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




See accompanying notes.

<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.

<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.

<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.

<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.


<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. Pursuant to the terms of the transaction, the
Company is entitled to receive a 3% royalty payment to be paid out of the net
cash flow of Resort Club. No minimum payment of royalty is required under the
agreement and the transaction was not conditioned upon the receipt of any
payment under the royalty arrangement. When recording this transaction as a
sale, the Company took into consideration that the 3% royalty payment is
subordinate to the prior payments under the GAR Notes of approximately $11.5
million. The Company concluded, in view of these obligations, that realization
of any royalty payment is remote and not a material part of the transaction.

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



<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.

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


<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. As of December 30,
2000, the Company held 39,421 shares of RiceX common stock and a warrant to
purchase 1,229,338 shares of RiceX common stock. Based on the market value of
the RiceX common stock at September 30, 2000, the Company adjusted the carrying
value of these shares and warrants in is financial statements to reflect a
valuation allowance of $459,191 which primarily relates to an adjustment to the
carrying value in the RiceX warrant of $442,562. This arises because the market
value of the RiceX common stock at September 30, 2000 was less than the exercise
price of the warrants.

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.


<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 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:May 18,2001                       /s/Joseph R. Bellantoni
                                        -----------------------
                                        Joseph R. Bellantoni
                                        President, Chief Executive Officer
                                           and Chief Financial Officer
