As filed with the Securities and Exchange Commission on April 22, 1997

                                           File No.  333-

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            Form S-8
                     REGISTRATION STATEMENT
                             Under
                   THE SECURITIES ACT OF 1933
                                


                     Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)

          VIRGINIA                         54-1229715
(State or other jurisdiction            (I.R.S. Employer
of incorporation or                      Identification No.)
organization)

         901 EAST BYRD STREET, RICHMOND, VIRGINIA 23219
  (Address of principal executive office, including zip code)
                                
                    DOMINION RESOURCES, INC.
                  INCENTIVE COMPENSATION PLAN
                    (Full Title of the Plan)
                                
                                
           Patricia A. Wilkerson, Corporate Secretary
        W. H. Riggs, Jr., Assistant Corporate Secretary
                    DOMINION RESOURCES, INC.
          901 E. Byrd Street, Richmond, Virginia 23219
            (Name and address of agent for service)
                                
                         (804) 775-5700
 (Telephone number, including area code, of agent for service)
                                
              CALCULATION OF REGISTRATION FEE (*)

                                    Proposed   Proposed 
                                    Maximum    Maximum    
Title of Each Class of  Amount      Offering   Aggregate     Amount of
Securities to be        to be       Price      Offering      Registration
Registered              Registered  Per Share  Price         Fee

Common Stock, without
par value . . . . . .   3,000,000   $34.375    $103,125,000   $31,250
                        shares

__________
(*) Computed in accordance with Rule 457 under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and based
on the average of the high and low prices reported on the New York Stock
Exchange composite tape by The Wall Street Journal for April 16, 1997.<PAGE>

                              PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information

    Not required to be filed.

Item 2.    Registrant Information and Employee Plan Annual Information.

    Not required to be filed.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

    The following documents filed by Dominion Resources, Inc. (Dominion
Resources) with the Securities and Exchange Commission (the Commission) are
incorporated herein by reference and made a part hereof: (i) the Dominion
Resources' Annual Report on Form 10-K for the fiscal year ended December 31,
1996; and (ii) the description of the company's common stock (the Common Stock)
in the Dominion Resources registration statement on Form 8-B (item 4) dated 
April 29, 1983, including any amendments and reports filed for the purpose of
updating such description.

    In addition, all documents filed by Dominion Resources pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended 
(the Exchange Act), prior to the filing of a post-effective amendment that 
indicates that all securities offered hereby have been sold or that 
deregisters all such securities then remaining unsold, shall be deemed to be 
incorporated by reference into this registration statement and to be a part 
hereof from the date of filing such documents. 

Item 4.     Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

    Article VI of Dominion Resources' Articles of Incorporation mandates
indemnification of its directors and officers to the full extent permitted
by the Virginia Stock Corporation Act (the Virginia Act) and any other 
applicable law. The Virginia Act permits a corporation to indemnify its 
directors and officers against liability incurred in all proceedings, 
including derivative proceedings, arising out of their service to the 
corporation or to other corporations or enterprises that the officer or 
director was serving at the request of the corporation, except in the case 
of willful misconduct or a knowing violation of a criminal law.  Dominion 
Resources is required to indemnify its directors and officers in all such 
proceedings if they have not violated this standard.

    In addition, Article VI of Dominion Resources' Articles of Incorporation
limits the liability of its directors and officers to the full extent permitted
by the Virginia Act as now and hereafter in effect.  The Virginia Act places a
limit on the liability of a director or officer in derivative or shareholder
proceedings equal to the lesser of (i) the amount specified in the corporation's
articles of incorporation or a shareholder-approved bylaw; or (ii) the greater
of (a) $100,000 or (b) twelve months of cash compensation received by the
director or officer.  The limit does not apply in the event the director or
officer has engaged in willful misconduct or a knowing violation of a criminal
law or a federal or state securities law.  The effect of Dominion Resources'
Articles of Incorporation, together with the Virginia Act, is to eliminate
liability of directors and officers for monetary damages in derivative or
shareholder proceedings so long as the required standard of conduct is met.

  Dominion Resources has purchased directors' and officers' liability
insurance policies.  Within the limits of their coverage, the policies insure 
(1) the directors and officers of Dominion Resources against certain losses 
resulting from claims against them in their capacities as directors and 
officers to the extent that such losses are not indemnified by Dominion 
Resources and (2) Dominion Resources to the extent that it indemnifies such 
directors and officers for losses as permitted under the laws of Virginia.

Item 7.     Exemption from Registration Claimed.

    Not applicable.

Item 8.   Exhibits:

  4(i) -- Articles of Incorporation  of Dominion Resources as in effect on
          May 4, 1987 (Exhibit 3(i), Form 10-K for the fiscal year ended
          December 31, 1993, File No. 1-8489, incorporated by reference).
  4(ii)-- Bylaws of Dominion Resources as in effect on September 21, 1994
          (Exhibit 3(ii), Form 10-K for the fiscal year ended December 31,
          1994, File No. 1-8489, incorporated by reference).
  5    -- Opinion of Thomas F. Farrell, II, Esq., Senior Vice President
          and General Counsel of Dominion Resources, Inc. (filed
          herewith).
  23(i)-- Consent of Deloitte & Touche LLP (filed herewith).
 23(ii)-- Consent of Thomas F. Farrell, II, Esq. (included in Exhibit 5).
  24   -- Powers of Attorney (included herein).
  99   -- Dominion Resources, Inc. Incentive Compensation Plan (filed
          herewith).
<PAGE>

Item 9.     Undertakings.

   (a) The undersigned registrant hereby undertakes:

   (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

     (i) To include any prospectus required by section 10(a)(3) of the
   Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after
   the effective date of the registration statement (or the most recent
   post-effective amendment thereof) which, individually or in the
   aggregate, represent a fundamental change in the information set forth in
   the registration statement;
   
     (iii) To include any material information with respect to the plan of
   distribution not previously disclosed in the registration statement or
   any material change to such information in the registration statement;

   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

   (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

   (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of this offer.

  (b)   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 13(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

  (h)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                       POWERS OF ATTORNEY

  Each person whose signature appears below hereby authorizes either agent for
service named in the registration statement as attorney-in-fact, to sign on his
behalf individually and in each capacity stated below and file all amendments 
and post effective amendments to the registration statement, and Dominion 
Resources hereby confers like authority to sign and file on its behalf.
<PAGE>
                            SIGNATURES
   Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on the 22nd day
of April, 1997.
                                   DOMINION RESOURCES, INC.

                                   By /s/THOS. E. CAPPS
                                   (Thos. E. Capps, Chairman of the Board
                                    of Directors, President and Chief
                                    Executive Officer)

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated and on the 22nd of April, 1997.

    Signature                            Title

/s/JOHN B. ADAMS, JR.
   John B. Adams, Jr.                 Director


/s/JOHN B. BERNHARDT
   John B. Bernhardt                  Director


/s/THOS. E. CAPPS
   Thos. E. Capps                     Chairman of the Board of Directors,
                                      President (Chief Executive Officer)
                                      and Director

/s/BENJAMIN J. LAMBERT, III
   Benjamin J. Lambert, III           Director


/s/RICHARD L. LEATHERWOOD
   Richard L. Leatherwood             Director


/s/HARVEY L. LINDSAY, JR.
   Harvey L. Lindsay, Jr.             Director


/s/K. A. RANDALL
   K. A. Randall                      Director


/s/WILLIAM T. ROOS
   William T. Roos                    Director
<PAGE>
     Signature                                   Title

/s/FRANK S. ROYAL
   Frank S. Royal                      Director

/s/JUDITH B. SACK
   Judith B. Sack                      Director

/s/S. DALLAS SIMMONS
   S. Dallas Simmons                   Director

/s/ROBERT H. SPILMAN
   Robert H. Spilman                   Director

/s/LINWOOD R. ROBERTSON
   Linwood R. Robertson                Executive Vice President (Chief
                                       Financial Officer)

/s/J. L. TRUEHEART
   J. L. Trueheart                     Vice President and Controller
                                       (Principal Accounting Officer)

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13637}]
{"company-data": {"conformed-name": "DOMINION RESOURCES INC /VA/", "cik": "0000715957", "assigned-sic": "4911", "irs-number": "541229715", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25587", "film-number": "97584743"}, "business-address": {"street1": "901 E BYRD ST, WEST TOWER", "street2": "P O BOX 26532", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8047755700"}, "mail-address": {"street1": "P O BOX 26532", "street2": "901 EAST BYRD STREET", "city": "RICHMOND", "state": "VA", "zip": "23261"}}
As filed with the Securities and Exchange Commission on April 22, 1997

                                           File No.  333-

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            Form S-8
                     REGISTRATION STATEMENT
                             Under
                   THE SECURITIES ACT OF 1933
                                

                     Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)

          VIRGINIA                         54-1229715
(State or other jurisdiction            (I.R.S. Employer
of incorporation or                      Identification No.)
organization)

         901 EAST BYRD STREET, RICHMOND, VIRGINIA 23219
  (Address of principal executive office, including zip code)
                                
                    DOMINION RESOURCES, INC.
                  INCENTIVE COMPENSATION PLAN
                    (Full Title of the Plan)
                                
                                
           Patricia A. Wilkerson, Corporate Secretary
        W. H. Riggs, Jr., Assistant Corporate Secretary
                    DOMINION RESOURCES, INC.
          901 E. Byrd Street, Richmond, Virginia 23219
            (Name and address of agent for service)
                                
                         (804) 775-5700
 (Telephone number, including area code, of agent for service)
                                
              CALCULATION OF REGISTRATION FEE (*)

                                    Proposed   Proposed 
                                    Maximum    Maximum    
Title of Each Class of  Amount      Offering   Aggregate     Amount of
Securities to be        to be       Price      Offering      Registration
Registered              Registered  Per Share  Price         Fee

Common Stock, without
par value . . . . . .   3,000,000   $34.375    $103,125,000   $31,250
                        shares

__________
(*) Computed in accordance with Rule 457 under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and based
on the average of the high and low prices reported on the New York Stock
Exchange composite tape by The Wall Street Journal for April 16, 1997.
PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information

    Not required to be filed.

Item 2.    Registrant Information and Employee Plan Annual Information.

    Not required to be filed.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

    The following documents filed by Dominion Resources, Inc. (Dominion
Resources) with the Securities and Exchange Commission (the Commission) are
incorporated herein by reference and made a part hereof: (i) the Dominion
Resources' Annual Report on Form 10-K for the fiscal year ended December 31,
1996; and (ii) the description of the company's common stock (the Common Stock)
in the Dominion Resources registration statement on Form 8-B (item 4) dated 
April 29, 1983, including any amendments and reports filed for the purpose of
updating such description.

    In addition, all documents filed by Dominion Resources pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended 
(the Exchange Act), prior to the filing of a post-effective amendment that 
indicates that all securities offered hereby have been sold or that 
deregisters all such securities then remaining unsold, shall be deemed to be 
incorporated by reference into this registration statement and to be a part 
hereof from the date of filing such documents. 

Item 4.     Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

    Article VI of Dominion Resources' Articles of Incorporation mandates
indemnification of its directors and officers to the full extent permitted
by the Virginia Stock Corporation Act (the Virginia Act) and any other 
applicable law. The Virginia Act permits a corporation to indemnify its 
directors and officers against liability incurred in all proceedings, 
including derivative proceedings, arising out of their service to the 
corporation or to other corporations or enterprises that the officer or 
director was serving at the request of the corporation, except in the case 
of willful misconduct or a knowing violation of a criminal law.  Dominion 
Resources is required to indemnify its directors and officers in all such 
proceedings if they have not violated this standard.

    In addition, Article VI of Dominion Resources' Articles of Incorporation
limits the liability of its directors and officers to the full extent permitted
by the Virginia Act as now and hereafter in effect.  The Virginia Act places a
limit on the liability of a director or officer in derivative or shareholder
proceedings equal to the lesser of (i) the amount specified in the corporation's
articles of incorporation or a shareholder-approved bylaw; or (ii) the greater
of (a) $100,000 or (b) twelve months of cash compensation received by the
director or officer.  The limit does not apply in the event the director or
officer has engaged in willful misconduct or a knowing violation of a criminal
law or a federal or state securities law.  The effect of Dominion Resources'
Articles of Incorporation, together with the Virginia Act, is to eliminate
liability of directors and officers for monetary damages in derivative or
shareholder proceedings so long as the required standard of conduct is met.

  Dominion Resources has purchased directors' and officers' liability
insurance policies.  Within the limits of their coverage, the policies insure 
(1) the directors and officers of Dominion Resources against certain losses 
resulting from claims against them in their capacities as directors and 
officers to the extent that such losses are not indemnified by Dominion 
Resources and (2) Dominion Resources to the extent that it indemnifies such 
directors and officers for losses as permitted under the laws of Virginia.

Item 7.     Exemption from Registration Claimed.

    Not applicable.

Item 8.   Exhibits:

  4(i) -- Articles of Incorporation  of Dominion Resources as in effect on
          May 4, 1987 (Exhibit 3(i), Form 10-K for the fiscal year ended
          December 31, 1993, File No. 1-8489, incorporated by reference).
  4(ii)-- Bylaws of Dominion Resources as in effect on September 21, 1994
          (Exhibit 3(ii), Form 10-K for the fiscal year ended December 31,
          1994, File No. 1-8489, incorporated by reference).
  5    -- Opinion of Thomas F. Farrell, II, Esq., Senior Vice President
          and General Counsel of Dominion Resources, Inc. (filed
          herewith).
  23(i)-- Consent of Deloitte & Touche LLP (filed herewith).
 23(ii)-- Consent of Thomas F. Farrell, II, Esq. (included in Exhibit 5).
  24   -- Powers of Attorney (included herein).
  99   -- Dominion Resources, Inc. Incentive Compensation Plan (filed
          herewith).
Item 9.     Undertakings.

   (a) The undersigned registrant hereby undertakes:

   (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

     (i) To include any prospectus required by section 10(a)(3) of the
   Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after
   the effective date of the registration statement (or the most recent
   post-effective amendment thereof) which, individually or in the
   aggregate, represent a fundamental change in the information set forth in
   the registration statement;
   
     (iii) To include any material information with respect to the plan of
   distribution not previously disclosed in the registration statement or
   any material change to such information in the registration statement;

   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

   (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

   (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of this offer.

  (b)   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 13(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

  (h)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                       POWERS OF ATTORNEY

  Each person whose signature appears below hereby authorizes either agent for
service named in the registration statement as attorney-in-fact, to sign on his
behalf individually and in each capacity stated below and file all amendments 
and post effective amendments to the registration statement, and Dominion 
Resources hereby confers like authority to sign and file on its behalf.
SIGNATURES
   Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on the 22nd day
of April, 1997.
                                   DOMINION RESOURCES, INC.

                                   By /s/THOS. E. CAPPS
                                   (Thos. E. Capps, Chairman of the Board
                                    of Directors, President and Chief
                                    Executive Officer)

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated and on the 22nd of April, 1997.

    Signature                            Title

/s/JOHN B. ADAMS, JR.
   John B. Adams, Jr.                 Director

/s/JOHN B. BERNHARDT
   John B. Bernhardt                  Director

/s/THOS. E. CAPPS
   Thos. E. Capps                     Chairman of the Board of Directors,
                                      President (Chief Executive Officer)
                                      and Director

/s/BENJAMIN J. LAMBERT, III
   Benjamin J. Lambert, III           Director

/s/RICHARD L. LEATHERWOOD
   Richard L. Leatherwood             Director

/s/HARVEY L. LINDSAY, JR.
   Harvey L. Lindsay, Jr.             Director

/s/K. A. RANDALL
   K. A. Randall                      Director

/s/WILLIAM T. ROOS
   William T. Roos                    Director
Signature                                   Title

/s/FRANK S. ROYAL
   Frank S. Royal                      Director

/s/JUDITH B. SACK
   Judith B. Sack                      Director

/s/S. DALLAS SIMMONS
   S. Dallas Simmons                   Director

/s/ROBERT H. SPILMAN
   Robert H. Spilman                   Director

/s/LINWOOD R. ROBERTSON
   Linwood R. Robertson                Executive Vice President (Chief
                                       Financial Officer)

/s/J. L. TRUEHEART
   J. L. Trueheart                     Vice President and Controller
                                       (Principal Accounting Officer)