UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to ~~section~~Section 13 or 15(d) of the

~~The~~ Securities Exchange Act of 1934

Date of ~~Report:~~report ~~November~~(Date 24of earliest event reported) May 12, ~~2003~~2005

(Date of earliest event reported)

Consolidated Natural Gas Company

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware (State or other jurisdiction of incorporation or organization) 1-3196 (Commission File Number) 54-1966737 (I.R.S. Employer Identification No.)

Delaware

1-3196

54-1966737

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

120 Tredegar Street

120 Tredegar Street

Richmond, Virginia

23219

(Address of Principal Executive Offices)

(Zip Code)

~~Richmond~~Registrant’s Telephone Number, ~~Virginia~~Including ~~23219~~Area Code (804) 819-2000

(~~804)~~Former ~~819-2000~~Name or Former Address, if Changed Since Last Report)

~~(Address~~Check ~~including~~the ~~zip~~appropriate ~~code,~~box ~~and~~below ~~telephone~~if ~~number,~~the ~~including~~Form ~~area~~8-K ~~code,~~filing is intended to simultaneously satisfy the filing obligation of the registrant’s ~~principal~~under ~~executive~~any ~~offices~~of the following provisions (see General Instruction A.2. below):

~~(Former~~¨ ~~name~~Written orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed since~~425 ~~last~~under ~~report~~the Securities Act (17 CFR 230.425)

~~ITEM~~¨ 5.Soliciting ~~OTHER~~material ~~EVENTS~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

On¨ ~~November~~Pre-commencement ~~24,~~communications 2003, Consolidated Natural Gas Company (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Banc of America Securities LLC and J.P. Morgan Securities Inc., as Representatives named in the Underwriting Agreement for the sale of $200,000,000 aggregate principal amount of the Company’s 2003 Series A 5.0% Senior Notes Due 2014. Such Senior Notes, which are designated the 2003 Series A 5.0% Senior Notes Due 2014, are a portion of the $1.5 billion aggregate principal amount of securities that were registered by the Company pursuant to aRule ~~registration statement on Form S~~14d-32(b) under ~~Rule 415 under~~ the ~~Securities~~ Exchange Act ~~of 1933, as amended, which registration statement was declared effective on April 23, 2002~~ (~~File~~17 ~~No.~~CFR ~~333-85580)~~240. ~~A copy of the Underwriting Agreement including exhibits thereto, is filed as Exhibit 1 to this Form 8~~14d-K. 2(b))

~~The~~¨ ~~Form~~Pre-commencement ofcommunications ~~the~~pursuant ~~Fifth Supplemental Indenture~~ to ~~the~~Rule ~~Company’s~~13e-4(c) ~~April~~under ~~1, 2001 Senior Indenture, pursuant to which~~ the ~~2003~~Exchange ~~Series~~Act A(17 ~~5.0%~~CFR ~~Senior Notes Due 2014 will be issued, is filed as Exhibit 4~~240.~~2 to this Form 8~~13e-K. 4(c))

~~ITEM~~Item 71.01 ~~FINANCIAL~~Entry ~~STATEMENTS~~into ~~AND~~a ~~EXHIBITS~~Material Definitive Agreement

Exhibits
1		Underwriting Agreement, dated November 24, 2003, between the Company and Banc of America Securities LLC and J.P. Morgan Securities Inc., as Representatives named in the Underwriting Agreement.
4.1		Indenture, dated as of April 1, 2001, between the Company and Bank One Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-85580)).
4.2		Form of Fifth Supplemental Indenture to the Senior Indenture pursuant to which the 2003 Series A 5.0% Senior Notes Due 2014 will be issued. The form of the 2003 Series A 5.0% Senior Notes Due 2014 is included as Exhibit A to the form of the Fifth Supplemental Indenture.
12		Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003, File No. 1-3196).

On May 12, 2005, Dominion Resources, Inc. and its wholly-owned subsidiaries Virginia Electric and Power Company and Consolidated Natural Gas Company entered into a $2.5 billion Five-Year Revolving Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank PLC, The Bank of Nova Scotia and Wachovia Bank, National Association, as Co-Documentation Agents, and a group of 24 additional lenders. J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. served as Joint Lead Arrangers and Joint Bookrunners. This credit facility replaces the borrowing companies’ $1.5 billion three-year facility dated May 27, 2004 and $750 million three-year facility dated May 30, 2002. The principal changes from the previous agreements were the $250 million increase in availability, the extension of the maturity date to May 12, 2010, and an increase in the maximum allowed debt to capital ratio for Virginia Power and CNG to 65%. The previous credit agreements, under which no loans were outstanding, were terminated upon the closing of the new facility. Certain letters of credit that were supported by the previous agreements were transferred to the new facility. A copy of the new revolving credit agreement is included as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.


Exhibit
10.1		$2.5 billion Five-Year Revolving Credit Agreement, dated as of May 12, 2005, among Dominion Resources, Inc., Virginia Electric and Power Company, Consolidated Natural Gas Company and JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank PLC, The Bank of Nova Scotia and Wachovia Bank, National Association, as Co-Documentation Agents, and other lenders as named herein (filed herewith).

SIGNATURE

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

CONSOLIDATED NATURAL GAS COMPANY Registrant /s/ ~~James~~Patricia PA. ~~Carney~~Wilkerson ~~James~~Patricia PA. ~~Carney~~Wilkerson ~~Assistant~~Vice ~~Treasurer~~President and Corporate Secretary

Date: ~~November~~May 2518, ~~2003~~ 2005

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