

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):    [ ] Form 10-K         [_] Form 20-F              [_] Form 11-K
                [X] Form 10-Q         [_] Form N-SAR

                  For Period Ended:  March 31, 2002

[_]               Transition Report on Form 10-K
[_]               Transition Report on Form 20-F
[_]               Transition Report on Form 11-K
[_]               Transition Report on Form 10-Q
[_]               Transition Report on Form N-SAR

For the Transition Period Ended:

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Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(a) to which the notification relates:

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PART  I - REGISTRANT INFORMATION

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Full Name of Registrant

                  Dominion Resources, Inc.

Former Name if Applicable

Address of Principal Executive Office (Street and Number)

                  355 Madison Avenue

City, State and Zip Code

                  Morristown, NJ  07960


PART  II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to rule 12B-25(b), the following should
be completed. (Check box if appropriate):

         (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

         (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
         filed on or before the fifteenth calendar day following the prescribed
[X]      due date; or the subject quarterly report or transition report on Form
         10-Q, or portion thereof will be filed on or before the fifth calendar
         day following the prescribed due date; and

         (c) The accountant's statement or other exhibit required by Rule
         12b-25(c) has been attached if applicable.


<PAGE>


PART  III  -- NARRATIVE

State below in reasonable detail the reasons why the form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.


         The Registrant has experienced delays in completing certain portions of
its unaudited financial statements. The Registrant expects the numbers needed to
complete these portions will be available within the next several days.




PART  IV  --  OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

         Joseph Bellantoni         973                        538-4177
         -----------------         ---                        --------
         (Name)                    (Area Code)                (Telephone Number)

(2)      Have all other periodic reports required under section 13 or 15(d) of
         the Securities Exchange act of 1934 or Section 30 of the Investment
         Company Act of 1940 during the preceding 12 months (or for such
         shorter) period that the registrant was required to file such reports)
         been filed?

         If the answer is no, identify report(s)               [X] Yes  [ ] No

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(3)      Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statements to be included in the subject
         report or portion thereof?                           [ ] Yes  [X] No

         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.

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<PAGE>


                            Dominion Resources, Inc.
               ---------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date     May 15, 2002                         By  /s/ Joseph Bellantoni
                                                ------------------------------
                                                          President


INSTRUCTION:    The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


 ------------------------------------ATTENTION----------------------------------

                          INTENTIONAL MISSTATEMENTS OR
                      OMISSIONS OF FACT CONSTITUTE FEDERAL
                    CRIMINAL VIOLATIONS (SEE 18 U.S.C 1001).

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                              GENERAL INSTRUCTIONS


1.       This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the
         General Rules and Regulations under the Securities Exchange Act of
         1934.

2.       One signed original and four conformed copies of this form and
         amendments thereto must be completed and filed with the Securities and
         Exchange Commission, Washington, D.C. 20549, in accordance with Rule
         0-3 of the General Rules and Regulations under the Act. The information
         contained in or filed with the form will be made a matter of public
         record in the Commission files.

3.       A manually signed copy of the form and amendments thereto shall be
         filed with each national securities exchange on which any class of
         securities of the registrant is registered.

4.       Amendments to the notifications must also be filed on Form 12b-25 but
         need not restate information that has been correctly furnished. The
         form shall be clearly identified as an amended notification.

5.       Electronic Filers. This form shall not be used by electronic filers
         unable to timely file a report solely due to electronic difficulties.
         Filers unable to submit a report within the time period prescribed due
         to difficulties in electronic filing should comply with either Rule 201
         or rule 202 of Regulation S-T or apply for an adjustment in filing date
         pursuant to rule 13(b) of Regulation S-T.


