10QSB

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 June 30, 1996

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
(State or other jurisdiction of

22-2306487
(IRS Employer Identification No.)
 incorporation or organization)

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

Common Stock, $0.01 par value

Outstanding at June 30, 1996
4,239,404


DOMINION RESOURCES, INC.  AND SUBSIDIARIES

FORM 10-QSB

QUARTER ENDED JUNE 30, 1996

FINANCIAL INFORMATION

PART I

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						                    3-4

Condensed consolidated statements
 of cash flows					                    	5-6

Notes to condensed consolidated
 financial statements				               7-25

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

PART II
OTHER INFORMATION

Part II

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

Item 6.	Exhibits and Reports on Form 8-K



DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

				                              		  	            
                                  			June 30, 1996		     September 30,
                                                  							1995
                                 				(Unaudited)       		(See note below)
Current assets:
  Cash and Cash
	 Equivalents		                      $  656,939		        $  666,697
  Cash held in escrow 	(Note 3)   			   400,000	        	       -0-
  Investment in mutual fund and 
   other marketable	securities		        539,056	        	       -0-
  Membership Receivables, Net 
   (including allowance for 
   doubtful  accounts of $211,502 
   at June 30, 1996		                 1,043,109		               -0-
  Accounts receivable - trade 
   (net of allowance for
 	 doubtful accounts  of $-0- 
   at June 30, 1996 and $133,070
 	 at September 30, 1995) (Note3)          -0-		            808,780
  Investment in PriCellular
 	 Corporation (Note 5)		            2,504,713		                -0-
  Note Receivable - Resort Club,
 	 Inc. (Note 4)		                         -0-	         	 1,129,062
  Accrued interest and other
 	 receivables		                       235,564		            101,985
  Inventories (Note 3)		                   -0-		             43,535
  Deferred expenses of sale
	 (Note 3)		                               -0-		            346,003
  Prepaid expenses and
	 other assets		                        42,839		             10,886
  Deferred Membership
 	 Interests Held For Sale	          6,222,878		                -0-
      Total current assets        		11,645,098	       	   3,106,948

Property, equipment, furniture,
	 and fixtures, net
	 of accumulated depreciation
	 and amortization of
	 $76,428 at June 30, 1996
	 and $1,147,312 at
	 September 30, 1995
	 (Note 3)                        		 1,541,456	         	 4,435,417
Other assets:
  Membership Receivables,
	 Net (including allowance
	 for doubtful accounts
	 of $708,073 at June
	 30, 1996		                         3,540,449		               -0-
  Mortgages receivables 
	 (Note 6)                        		 1,523,585		               -0-
  Note Receivable - Great Gorge 
   (Note 4)	                            97,135	        	       -0-
  Note Receivable -
 	 Food Extrusion, Inc. 	            1,388,059		               -0-
  Investment in Food 
	  Extrusion, Inc.		                   361,941	        	       -0-
  Related party receivable
	  - MAFC participation note
	  (Note 4)		                              -0-		           529,440
  Cellular telephone license
 	 costs - net of accumulated
	  amortization of $-0- at
	  June 30, 1996 and $154,460
	  at September 30, 1995
	  (Note 3)		                              -0-		           49,976
  Assets Held For Sale 
	  (Note 4)		                          165,700		              -0-
  Real Estate and Real
 	 Estate related activities	          648,249		          142,684
      Total other assets	          	 7,725,118		          722,100 
      Total assets              			$20,911,672		       $8,264,465



Note:  The balance sheet at September 30, 1995, has been taken from 
audited financial statements at that date and condensed.


See accompanying notes


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS 
(Continued)

LIABILITIES AND STOCKHOLDERS' EQUITY

		                                			              		
                                   				June 30, 1996		     September 30, 
                                                    							1995
                                   				(Unaudited)	       	(See note below)
Current liabilities:
  Long-term debt, 
  	current portion (Note 3)           	$          -0-	    	$  2,986,057
  Mortgages payable,
	  current portion 		                          29,789	    	      23,365
  Notes payable, current
	  portion (Note 9)		                       2,781,460		         125,000
   Capital Lease	                       		    107,099		             -0-
  Notes payable -
	  PriCellular (Note 3)	                          -0-	    	   2,000,000
  Accounts payable
	  and accrued liabilities	                 6,563,616		         770,032
  Deferred Membership Revenue
	  (Note 12)	                            	  7,538,476		             -0-
     Total current liabilities	          	 17,020,440	    	   5,904,454
		
Long-term liabilities:
  Mortgages payable, net
	  of current maturities	                     301,548	    	     138,089
Total long-term liabilities 		                301,548		         138,089


Stockholders' equity:
  Common stock,  $0.01 par
	 value; authorized - 
	 25,000,000 shares; issued
	 and outstanding - 4,239,404
	 shares at June 30, 1996 and
	 5,559,000 at September 30,
	 1995 (Note 11)		                            42,394		          55,590
  Additional paid-in capital	              5,058,706	 	      5,058,706
  Retained earnings (deficit)	              (138,098)	   	  (2,892,374)
  Less: 1,319,596 shares held
	 in treasury (Note 11)                 	 (1,373,318)   		         -0- 
Total stockholders' equity		               3,589,684	    	   2,221,922 
Total liabilities and
	 stockholders' equity	                 $ 20,911,672		    $  8,264,465 



Note:  The balance sheet at September 30, 1995, 
has been taken from audited financial statements 
at that date and condensed.



See accompanying notes


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

		                                 				               	
                                    				1996			              1995
Revenues
  Membership revenue		                  $ 2,001,911		        $       -0-
  Membership annual fee revenue			          293,765		                -0-
  Ski rental shop revenue
 	 and other revenue	                     1,274,023		            185,701
       Total revenues	                 	  3,569,699		            185,701

Expenses:
  Ski rental shop and
 	 other operations                   		  1,081,686		            141,527
  Membership operations		                 4,095,990		                -0-
  Membership maintenance	                 4,205,366		                -0-
  Marketing and selling 	              	  2,967,901		              5,078
  General and administrative
	  expenses		                               716,651		             94,352
  Depreciation and  amortization		           53,285       		      16,608
      Total expenses                  		 13,120,879		            257,565

Income (loss) from  operations		         (9,551,180)		           (71,864)

Other income (expenses):
  Interest income	                     	    137,567		             84,500
  Interest expense		                   	   (511,960)		           (62,827)
  Amortized discount on
 	 warrants and deferred
	  financing costs	                    	        -0-			          (502,604)
  Gain on Sale of PriCellular
 	 Stock and other
	  marketable securities	                 2,628,808		                -0-
Total other income (expenses)          	  2,254,415		           (480,931)

Income (loss) from continuing
	 operations before
	 income taxes                        		 (7,296,765)		          (552,795)
  Income taxes (Note 8)		                       -0-			               -0-
Net Income (loss) from
	 continuing operations	                 (7,296,765)		          (552,795)

Discontinued operations (Note 3):
  Gain (loss) from operations
 	 of Cellular Telephone 
	  System (less applicable
	  income tax (benefit)
	  of $24,294)		                           (36,442)		            951,284
  Gain on Sale of Cellular
	  Telephone System (less
	  applicable income taxes
	  of $728,294)                      		 10,087,483		                -0-
Income from discontinued
	 operations	                         	 10,051,041		            951,284
Net income (loss)		                   	$ 2,754,276	       	$    398,489

Net income (loss) from
	 continuing operations
	 per common share                    	$     (1.46)		      $      (0.11)

Net income (loss) from
	 discontinued operations
	 per common share                    	$      2.01		       $       0.18

Net Income (loss) per
	 common share 	                      	$      0.55	       	$       0.08

Weighted average number
	 of share used in computing
	 net income  per share	                 4,991,595	       	   5,159,733




See accompanying notes.


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

	                             					                	
	                                			1996		               	1995
Revenues:
  Membership Revenue		              $  2,001,911		        $       -0-
  Membership annual fee revenue			       293,765		                -0-
  Ski rental shop and
 	 other revenue	                  	     215,714		            111,158
       Total revenues		                2,511,390		            111,158

Expenses:
  Ski rental shop and    
 	 other operations		                     14,455		             74,544
  Membership operations		              4,095,990		                -0-
  Membership maintenance	              4,205,366		                -0-
  Marketing and selling 		             2,967,901		                -0-
  General and administrative
	  expenses		                            266,224	       	      98,381
  Depreciation and amortization		         49,739		              5,536
      Total expenses		                11,599,675		            178,461

Income (loss) from
	 operations                      		  (9,088,285)      		     (67,303)

Other income (expenses):
  Interest income			                    (313,016)		            60,062
  Interest expense			                   (267,260)		           (43,836)
  Amortized discount on
 	 warrants and deferred
	  financing costs		                         -0-			          (210,938)
  Gain on sale of
	  PriCellular Stock
	  and other marketable 
	  securities		                          177,464		                -0-
Total other income (expenses)	          (402,812)		          (194,712)

Income (loss) from continuing
 	 operations before
	  income taxes	                    	 (9,491,097)		          (262,015)
  Income taxes (Note 8)		               (203,177)		               -0-
  Net Income (loss) from
	  continuing operations           	  (9,287,920)	     	     (262,015)

Discontinued operations (Note 3):
  Gain (loss) from
 	 operations of Cellular
	  Telephone System	                       7,890		            387,046
  Gain on Sale of Cellular
	  Telephone System	                   2,787,756		                -0-
  Income from discontinued
	  operations		                        2,795,646		            387,046
Net income (loss)	                		$ (6,492,274)      		$    125,031

Net income (loss) from
 	 continuing operations
	  per common share	                $      (2.19)	      	$      (0.05)
  Net income (loss) from
	  discontinued operations
	  per common share	                $       0.66		       $       0.07
Net Income (loss) per
	 common share 		                   $      (1.53)		      $       0.02

Weighted average number of
	 shares used in computing
	 net income  per share	               4,239,404		          5,559,000





See accompanying notes.


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

				                             			               
	                                			1996		              	1995
Cash flows provided by (used in) continuing operating activities:
  Net Income (loss)		               $  (7,296,765)		     $   (552,795)
Adjustments to reconcile net income to net cash provided by continuing 
	operating activities:
  Depreciation and amortization		          53,285		            16,608
  Amortization of discount
 	 on warrants and deferred
	  financing cost		                           -0-		           502,604
  Provision for doubtful accounts		           -0-		           134,000
Changes in assets and liabilities: 
  Membership receivables		             (1,576,779)		              -0-
  Trade receivables		                         -0-		          (213,560)
  Accrued interest receivable
	  and other receivables	                 (23,984)		          (40,084)
  Inventories			                              -0-		            25,693
  Prepaid expenses and other assets		     (42,838)		         (248,750)
  Deferred member expenses	            (1,706,524)		              -0-
  Accounts payable and 
 	 accrued expenses	                    4,628,181		            38,501
  Deferred membership revenue	          3,005,694		               -0-
Net cash provided by (used in)
	 continuing operations	               (2,959,730)		         (337,783)

Cash flows provided by discontinued operating activities:
  Net Income (loss)		                     (36,442)		          951,284
Adjustments to reconcile net (loss) to net cash provided by 
	 discontinued operating  activities:
  Depreciation and amortization		         109,601		           350,045
  Provision for doubtful accounts		           -0-		          (119,000)
Changes in assets and liabilities:
  Trade receivables 		                      3,986		          (184,900)
  Inventories			                             (892)		           28,794
  Prepaid expenses and other assets		      31,216		            22,639
  Accounts payable and accrued expenses	  154,460		            36,498
  Gain  on Sale of Cellular Assets		    7,263,902		               -0-
Net cash provided by
	 discontinued operations	              7,525,831	     	    1,085,360

Cash flows from investing activities:
  Sale of PriCellular Stock		           4,992,350		               -0-
  Convert related party
 	 receivable to equity
	  investment		                         1,019,467		        (1,417,598)
  Note Receivable - Food  Extrusion		  (1,750,000)		              -0-
  Note Receivable - Great Gorge  		       (97,135)		              -0-
  Investment in real estate
 	 and real estate related activities		    23,875		               -0-
  Purchase of amusement ride	          (1,229,010)		              -0-
  Purchase of Piston Bullies	            (165,700)		              -0-
  Investment in mutual fund
 	 and other marketable securities		     (539,057)		              -0-
  Investment in mortgages receivables	 (1,523,585)		              -0-
  Capital expenditures		                 (120,226)		       (1,172,884)
Net cash (used in)
  investing activities	                   610,979	      	  (2,590,482)

Cash flows from financing activities:
  Proceeds from borrowings	             1,165,700	      	   2,000,000
  Repayment of borrowings	             (4,566,022)		         (486,883)
  Purchase of treasury stock	          (1,386,516)		              -0-
  Proceeds from issuance of
 	 common stock and warrants	                 -0-		           203,125
Net cash provided by (used in)
	 financing activities	                (4,786,838)	     	   1,716,242

Increase (Decrease) in cash	              390,242		          (126,663)

Cash balance, beginning of year		 	       666,697		           293,393
Cash balance, June 30, 1996        	$   1,056,939		      $    166,730




See accompanying notes

DOMINION RESOURCES, INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULE
OF NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

			                                			              	
                                   				1996  	           		1995  
Investment in PriCellular	            	$   7,497,063		     $      -0-
Retained Earnings		                       (7,497,063)		           -0-
Resort Club assets accrued	                7,523,132		            -0-
Resort Club liabilities assumed	          (7,523,132)		           -0-
Total Non-Cash Operating,
 Investing and Financing  Activities			$         -0-		     $      -0-



See accompanying notes.


DOMINION RESOURCES, INC. AND SUBSIDIARIESNOTES TO CONDENSED 
CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(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 June 
30, 1996, the results of operations for the nine months ended June 30, 
1996 and 1995, and cash flows for the nine months ended June 30, 1996 
and 1995.  Operating results for the nine months ended June 30, 1996, 
are not necessarily indicative of the results 
which may be expected for the year ending September 30, 1996.  
These statements should be read in conjunction with Form 10-KSB for 
fiscal 1995 which is on file with the Securities and Exchange Commission.

On November 7, 1995, the Company completed the sale of its cellular 
telephone system.  The cellular telephone system was substantially the 
Company's only source of revenues.  After November 7, 1995, the Company 
had no significant operations.  On February 1, 
1996, the Company through its wholly owned subsidiary Diamond 
Leasing, pursuant to a pledge agreement, acquired 100% of the outstanding 
common stock of Resort Club.  Accordingly, the Company's condensed 
consolidated balance sheet at June 30, 1996 is not comparable to the 
condensed consolidated balance sheet at September 30, 1995 and 
the Company's condensed consolidated statement of operations and cash 
flows for the nine months ended June 30, 1996 are not comparable 
to the nine months ended June 30, 1995.

NOTE 2 - RECLASSIFICATION:

Certain fiscal 1996 items have been reclassified to conform 
with the fiscal 1995 presentation.

NOTE 3 - DISCONTINUED OPERATIONS - SALE OF CELLULAR ASSETS:

On November 16, 1994, the Company announced that its wholly owned subsidiary, 
Dominion Cellular Inc. ("DCI"), had retained an independent broker on an 
exclusive basis to attempt to find a potential purchaser for DCI's cellular 
system or a possible merger partner with DCI.  Management of the Company 
determined to seek a purchaser because it believed that DCI's cellular 
system had been developed to a point where it represented an attractive 
acquisition for potential acquirers in the cellular industry at a 
price, based on current market conditions, substantially in excess 
of DCI's costs in developing the system.


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 3 - DISCONTINUED OPERATIONS - SALE OF CELLULAR ASSETS (Continued):

On May 8, 1995, the Company and DCI executed an Asset Purchase Agreement 
(subsequently amended on August 14, 1995 and December 14, 1995) with two 
unaffiliated entities, PriCellular Corporation ("PriCellular") and 
PriCellular's wholly-owned Northland subsidiary, providing for the sale to 
Northland of the System operated by DCI in the Bibb, Alabama RSA 
(the "AL-4 RSA").  The System was substantially the Company's only 
source of revenues.  Immediately after completion of the sale of the 
System, the Company had no significant operations.

The sale of the System was contingent upon obtaining the consent of the 
Federal Communications Commission ("FCC") to the assignment by DCI of the 
licenses to operate the System to Northland (which consent was obtained 
on June 9, 1995), and upon obtaining the approval of the sale from 
holders of a majority of the outstanding shares of the Company's 
Common Stock (which approval was obtained on November 6, 1995).  

The Assets sold (subject to certain liabilities related to  the System and  
being assumed by the  Purchaser)  included   the FCC nonwireline license 
for the AL-4 RSA, the cellular sites, towers and related equipment 
used by the System, the real property on which the cellular sites 
are located, and the bulk of DCI's current assets.

The parties also agreed that effective August 1, 1995, PriCellular would 
become the manager of the System pursuant to a management 
agreement providing for a management fee to be paid to PriCellular equal 
to 7% of the gross revenues of the System during the term of the 
management agreement.  Through November 7, 1995, the Company accrued 
$114,600 in connection with the management agreement.

The original purchase price of the system was $19,900,000 (after a $100,000 
reduction for the amount by which certain liabilities assumed by the 
purchaser at the closing exceeded DCI's assets) payable as follows:  
(a) $6,000,000 in cash, payable at the Closing which occurred 
on November 7, 1995, (b) $3,900,000 in cash payable 30 days 
following the Closing and (c) $10,000,000 by delivery at the Closing of 
PriCellular's five-year 4% Convertible Subordinated Note in the principal 
amount of $10,000,000 (also referred herein as the "PriCellular Note").  
The PriCellular Note was convertible into shares of PriCellular Class A 
Common Stock at $8.51 per share (i) at the option of 
the holder and (ii) at the option of PriCellular if the closing price 
for PriCellular Class A Common Stock when trading on the American Stock 
Exchange (or such other exchange which at such time may be the principal 
exchange where such stock is traded) is $10.60 
or higher for ten consecutive trading days. 


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 3 - DISCONTINUED OPERATIONS - SALE OF CELLULAR ASSETS (Continued):

At the closing, the initial $6,000,000 cash portion of the purchase price 
was reduced to the extent required to repay DCI's outstanding debt to 
Motorola (approximately $2,864,000) incurred to 
finance construction of the System, and to repay the 8%, 
$2,000,000 loan extended to DCI by PriCellular on April 7, 1995 in 
anticipation of the execution of the Asset Purchase Agreement.  
At the second closing, the $4,000,000 cash portion of the purchase 
price was decreased by $100,000, the amount by which assumed 
liabilities exceeded DCI's assets. An aggregate $400,000 of the 
$3,900,000 balance of the purchase price was required to be held 
in escrow for a one year period following the closing, to ensure the 
accuracy of the Company's representations and warranties.

Also at the closing, PriCellular elected to force conversion of its 
five-year, 4%, $10,000,000 Convertible Subordinated Note to DCI into 
1,175,088 shares of its Class A Common Stock.  The high and low sales prices 
for PriCellular Class A Common Stock, as traded on the American 
Stock Exchange on November 7, 1995, were $13.125 and 
$12.75, respectively.  As a result, the Company recorded the 1,175,088 
converted shares at a value of $7,497,061 an amount which reflected a 50% 
discount of the closing sales price of PriCellular Class A Common 
Stock on November 7, 1995 of $12.75.  The Company recorded a 50% discount 
because of the trading restrictions placed on the stock.

In connection with the second closing, the Company entered into a second 
amendment to the Asset Purchase Agreement dated December 14, 1995 whereby 
the Company and PriCellular resolved certain disputes with respect to the 
adjusted purchase price of the cellular telephone system.  As amended, 
the Company received $3,500,000 at the second closing, with the $400,000 
balance being held in escrow.  As part of the second amendment, the 
Company retained ownership of certain accounts receivable deemed to 
be uncollectible as of August 1, 1995 in the aggregate principal amount of 
approximately $124,000.  In addition, the Company reserved the right to 
the proceeds of any insurance claim arising from a loss that took place 
in the month of August 1995.


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 3 - DISCONTINUED OPERATIONS - SALE OF CELLULAR ASSETS (Continued):

	Use of Proceeds from the System Sale

In addition to receipt of the PriCellular Class A Common Stock, the Company 
received an aggregate of approximately $9,900,000 (less closing costs 
and associated expenses) in cash payments from PriCellular at the initial 
closing and at the Second Payment Date (of which $400,000 is being held in 
escrow for a one year period as previously described).  The cash payments 
and the proceeds from the sale or distribution of PriCellular Stock through 
June 30, 1996 were applied substantially as follows:

					                                     		

a) Repayment of Motorola debt and accrued 
    interest incurred to finance construction
    of the System.		                       				$   2,864,226
b) Closing costs						                               747,955
c) Escrow account deposit					                       400,000
d) Advances to Resort Club				                     6,225,442
e) Investment in mutual fund and
   other marketable securities 	          			        381,723
f) Investment in RTC mortgages			            	     1,600,000
g) Prepaid lease						                               950,000
h) Investment in Food Extrusion				                1,750,000
i) Purchase of the Company's Common
    Stock from former President				                1,664,450
j) Purchase of the Company's Common
     Stock from unrelated parties		        		        562,343
k) Investments in real estate and real
     estate related activities					                  505,565
l) Investment in Space Shot and Piston Bullies		   1,394,710
   Total:					                               		$  19,046,414




DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 3 - DISCONTINUED OPERATIONS - SALE OF CELLULAR ASSETS (Continued):

Proceeds from the System Sale Payable to Former PresidentIn 
lieu of a severance payment and in appreciation for her services in 
developing the System, the Board of Directors had agreed in principle with 
Ms. Evers-Tierney that in the event of consummation of the sale of the 
System, the Company would repurchase all of the shares of the Company's 
Common Stock owned by Ms. Evers-Tierney, her son and her husband, 
at a price equal to the "book value" of such shares computed as of the 
first business day after the Closing.  The determination of "book value" 
would  be made by the Company's auditors, computed on an accrual basis 
giving effect to the sale and the expenses and taxes incurred in 
connection with the sale, but without deducting any 
severance payment obligations to Ms. Evers-Tierney (which were waived) 
or the stock repurchase obligation to Ms. Evers-Tierney and her family.  
As a result, pro rata payment was made to Ms. Evers-Tierney and her family. 
Ms. Evers-Tierney and her family had the right to obtain part of such 
payments in PriCellular notes.  As of June 30, 1996, the Company purchased 
an aggregate of 943,411 shares of the Company's Common Stock from Ms. 
Tierney and her family at an aggregate purchase price equal to 
approximately $500,000 in cash and 182,500 shares of PriCellular 
Common Stock of which 50% was allocated to the purchase of 
Tierney stock and 50% as a cost in connection with the sale of System.  
With the exception of the above described payments to the Company's 
former president and members of her family, no portion of the sale 
proceeds were distributed directly to the Company's shareholders.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the period of October 1, 1994 through June 30, 1996, the 
Company engaged in various transactions with certain of its officers, 
directors, principal stockholders and 
certain of their affiliated entities.  Specifically, the Company 
has entered into transactions with Resort Club, Great American 
Recreation Inc. ("Great American"), Madison Avenue Financial 
Corporation ("MAFC"), Stonehill Recreation Corporation 
("Stonehill Recreation"), and Great Mountain Development Corporation 
("GMD") of which the Company's Directors and Officers are either 
principal shareholders and/or Officers and Directors.  
In this regard, William McManus, a Director of the Company 
and its President, was an Officer of GMD, and the President of MAFC.  
Mr. Bellantoni, the Secretary, Treasurer and Director of the Company 
was Vice President and Chief Financial Officer of Great American and 
is currently a Director of Great American; Gene Mulvihill, the Chairman 
of the Board and Chief Executive Officer of the Company 
was a principal shareholder and former Officer of GMD and former Chairman 
of the Board and Chief Executive Officer of Great American 
and his daughter was a Director, and the President and 


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)


NOTE 4 - RELATED PARTY TRANSACTIONS (Continued):

Chief Operating Officer of such corporation.  Mr. Gene Mulvihill's son, 
Andrew Mulvihill is an  Executive Officer of Resort club 
and a former officer of GMD.

An entity beneficially owned by Gene Mulvihill is also owed $147,960 by 
Resort Club, currently due and owing and has been granted a security 
interest in Resort Club membership promissory notes to secure 
repayment of indebtedness.  However, such 
security interest is subordinate to all security interests in such notes.

On March 29, 1996, but effective as of June 1, 1993, Resort Club entered 
into amended and restated agreements with Vernon Valley, Great Gorge 
and Great Valley Real Estate Corp., all subsidiaries of Great American 
whereby in consideration for an aggregate payment of 10% 
of the gross sales price of each Resort Club membership, these entities 
will provide amenities and access to certain properties for the benefit 
of Resort Club members.  The amenities provided by Great American 
include admission passes to the Vernon Valley and Great Gorge ski facilities, 
admission passes to the Action Park and admission  passes to the 
Mountain Top Recreation Center, all for a period of 35 years. 
As of June 30, 1996, Resort Club has accrued an aggregate of $178,000 
due to Great American  for the amenities and access to certain property.

Also on March 29, 1996, Resort Club entered into an amended and 
restated agreement with Stonehill Recreation, the entity which owns 
and operates the Spa and Country Club at Great Gorge on 
terms similar to those that were entered into with Great American, 
except that the consideration payable to Stonehill Recreation from 
Resort Club represents $25,000 for each condominium controlled 
by Resort Club.  As of June 30, 1996, Resort Club has accrued an 
aggregate of $650,000 due to Stonehill Recreation for amenities which 
is due and payable.  Andrew J. Mulvihill, an Executive Officer of 
Resort Club is the beneficial owner of 33% of Stonehill Recreation 
and Christopher Mulvihill, the son of Gene Mulvihill is the 
beneficial owner of 33% of Stonehill Recreation.

On November 10, 1995, the Company entered into an assumption agreement 
with Mr. Gene Mulvihill, whereby the Company assumed indebtedness of 
$750,000 for a loan previously advanced to Mr. Mulvihill by his 
two partners in St. Marks Associates, the Company's current landlord, 
on or about May 19, 1995.  The Company assumed the said 
indebtedness in exchange for an equal amount of Resort Club receivables.  
Resort Club receivables were incorporated into the second loan 
agreement with Resort Club described above.  The loan was paid 
in full on February 15, 1996 together with interest at 15%.


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 4 - RELATED PARTY TRANSACTIONS (Continued):

On March 31, 1996 the Company entered into an agreement to purchase nine 
condominiums from Mr. Gene Mulvihill which are used in connection with 
Resort Club for an aggregate purchase price of $878,500.  Of the 
condominiums purchased, eight are located in the Great 
Gorge Resort and one is located in the Resort of Palmas Del Mar, 
Puerto Rico.  As of June 30, 1996, the Company has a remaining balance 
due on the purchase of $503,500 which is evidenced by a note payable 
bearing interest at 10.25%. 

Subsequent to the sale of the System, the Company transferred its 
executive offices to 355 Madison Avenue, Morristown, New Jersey.  
In connection with this move, the Company entered into a 
lease agreement with St. Marks Associates, a real estate 
partnership owned 50% by Mr. Gene Mulvihill.  The lease provides 
for a lease term of 5 years commencing December 1, 1995 with a base 
rent of $1,558 per month and a monthly payment of approximately 
$519 for the Company's proportionate share of impositions and 
operating expenses.  The lease provides for rental adjustments for 
changes in the Consumer Price Index.

On December 1, 1995, Diamond Leasing entered into a lease agreement with 
Vernon Valley.  The lease term commenced on December 15, 1995 and expired 
on March 15, 1996.  Pursuant to the lease, Diamond Leasing leased the 
Vernon Valley/Great Gorge Ski Area Rental Shops and all fixtures located 
thereon as well as the ski rental equipment.  In consideration for this 
lease, Diamond Leasing agreed to: 1)  pay  a  base  rent of  $950,000;  
2)  pay additional  rent of  $75,000  which  represents an  unallocated 
payment for services provided by Vernon Valley, including but not 
limited to security, maintenance of the leased premises, and general 
administrative services; and 3) pay a percentage of gross 
revenue equal to 50% of gross revenues in excess of $1,000,000.  
The Lease provided for a cap limitation equal to a 28% rate of return 
to Diamond Leasing. Proceeds received in excess of a 28% rate of return 
were required to be remitted to Vernon Valley.  The Lease also provided 
Diamond Leasing with the absolute right of renewal for an additional 
three consecutive December 15 - March 15 lease terms.  Through June 30, 1996, 
Diamond Leasing received net proceeds of approximately $984,000 
(excluding the $75,000 additional rent which was paid directly to Vernon 
Valley from ski rental receipts) on this transaction and owes no 
further obligation to Vernon Valley, and consequently had a net 
gain on the transaction.


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 4 - RELATED PARTY TRANSACTIONS (Continued):

Diamond Leasing entered into a capital lease for two Piston Bullies with 
Bombardier Capital, Inc. ("Bombardier") commencing January 1, 1996 for a 
term of 18 months ending September 1, 1997.  Piston Bullies are snow 
grooming machines used for grooming ski trails. The lease provides for 
11 payments with aggregate rental payments of approximately $165,700 and 
has a $10,901 purchase option at the end of the lease term.  
Concurrent  with entering into the lease agreement with Bombardier, Diamond 
Leasing entered into a sublease agreement with Vernon Valley on similar 
terms with Diamond Leasing's lease agreement with Bombardier except that 
the rental payment had been adjusted to reflect a rate of return to the 
Company of 28%.  In connection with the lease agreement, Bombardier 
filed financing statements to protect its security interest.  
In addition, the Company pledged 10,000 shares of its PriCellular 
Class A Common Stock with Bombardier as additional collateral. 
As of June 30, 1996, the outstanding balance due Bombardier was $107,099.

On January 15, 1996, Vernon Valley failed to make the required payments 
pursuant to the Piston Bully Lease Agreement causing a default.  As a 
consequence of the default, Diamond Leasing accelerated the amount due 
under the Lease Agreement.  Presently, Diamond Leasing has a claim against 
Vernon Valley for all sums due under the Lease Agreement, including any and
all costs and expenses, including reasonable attorney fees, incurred by 
Diamond Leasing to collect the claim.

On January 26, 1996, Diamond Leasing entered into a loan agreement and 
advanced $269,500 to Great American in connection with a loss suffered 
by Great American resulting from a flood that occurred on January 12, 1996.  
As collateral for the $269,500 loan, Great American assigned to Diamond 
Leasing its interest in the insurance proceeds to the extent of $269,500 
together with interest at 9%  per annum.  As further consideration, Diamond 
Leasing and Vernon Valley amended the ski rental shop lease 
to provide that prior to any "additional rent" being paid to Vernon Valley  
pursuant to the lease agreement funds will be paid to Diamond Leasing until 
the principal amount of the loan is fully paid with accrued interest.  
As of June 30, 1996, Diamond Leasing received payments of $172,366 on 
this loan pursuant to the assignment and "additional 
rent" described above with a remaining balance of $97,134 outstanding 
as of June 30, 1996.






DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 4 - RELATED PARTY TRANSACTIONS (Continued):

On March 19, 1996, Diamond Leasing agreed to purchase 92 condominium lots 
from GMD, at a price of $1,820,000 payable as follows:  (i)  $270,500 on 
or before April 1, 1996, (ii)  the assumption of any and all filed liens 
affecting the Property; and (iii) the balance from the net cash flow 
realized from the development of the Property.  Each of 
the parties agreed to seek Bankruptcy Court approval for this transaction.  
The closing occurred on April 1, 1996 with Diamond Leasing acquiring 
good and marketable  title to the  property insurable at  regular rates 
and  with  customary  adjustments made at the closing.  Finally, 
Diamond Leasing offered GMD the Option to participate in the development 
of the Property.

On or about July 24, 1992, Great American and one of its subsidiaries were 
indebted to the Company for prior loans, in the aggregate amount of 
approximately $680,000.  At such date, the Company agreed to reduce 
the amount of the indebtedness to $600,000 in return for a $600,000 
secured position in a junior participation hereinafter described 
held by MAFC.    MAFC held a second junior participation in a loan 
agreement between Great American and First Fidelity Bank, N.A. 
("First Fidelity").  MAFC's second junior participation was limited 
to receiving a pro rata share of the interest paid by Great 
American to First Fidelity under a secured promissory note (the "Term 
Note") until First Fidelity and a prior participant had received full 
payment on the indebtedness totaling approximately $11,750,000 owed to 
them.  The Term Note was secured by a lien on Great American's assets.  
On July 24, 1992, the total principal indebtedness owed on the 
Term Note was $14,450,000 with approximately $1,400,000 of such amount 
owed to MAFC.

Interest on the Term Note was payable monthly at an annual rate 
equal to 2-1/2% above First Fidelity's prime rate.  By virtue of 
its agreement to reduce the indebtedness owed to it to $600,000 for 
a participation in MAFC's position, the Company became entitled to 
6/14ths of each monthly interest payment received by MAFC subsequent 
to July 24 1992.  The Company had filed a financing statement and 
held a secured position in the payments made to MAFC under the Term Note.  

In October 1995, Noramco (NJ) Inc. ("Noramco") and Skival, Inc. entered 
into an agreement with MAFC whereby MAFC agreed to accept 88.24% or 
$1,235,360 of the $1,400,000 second junior participation in the Great 
American indebtedness.  Thereafter, MAFC agreed to accept approximately 
50% of the amount due and owing in cash and the balance in the form 
of a note from Noramco in consideration of MAFC receiving a 
secured position in Skival, Inc.'s option agreement with Praedium.  
Accordingly, the Company adjusted its carrying value of the MAFC 
investment to $529,440 as of June 30, 1995.  The Company accepted 
a discount on its participation in consideration for 
being immediately repaid the $529,440 in cash payment made by Noramco.  The 
proceeds were utilized as a down payment on nine condominiums purchased 
from GMD for an aggregate purchase price of $805,000, an amount which 
approximates fair market value.  The balance of $285,560 was paid at 
closing of title on April 1, 1996. 


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 4 - RELATED PARTY TRANSACTIONS (Continued):

On April 5, 1996, the Company, through a wholly owned subsidiary, Star 
II Leasing Corporation, agreed to purchase an attraction known as the 
Space Shot from S & S Sports Power, Inc.  for the sum of $1,250,000.  
Concurrently, Diamond agreed to lease the Space Shot to Vernon Valley 
at an annual rental equal to $300,000 for a term of four (4) years subject, 
however, to Vernon Valley achieving a certain level of revenues, 
failing which no payment will be made to the Company, but will accrue 
and be due and payable to the Company in the subsequent years of the 
said Lease Agreement.  An entity controlled by the immediate family 
of Mr. Mulvihill, an officer and director of the Company, is a 50% 
owner of S&S Sports Power, Inc.  In connection with the acquisition 
of this ride, this entity has agreed to forfeit all allocated profits 
and direct same to the Company.  No payments were made in fiscal 
1996 pursuant to lease agreement.

On February 14, 1996, an involuntary bankruptcy petition was filed 
against Great American by three creditors in the United States 
Bankruptcy Court, Newark, New Jersey.  On April 2, 1996, Great 
American and its subsidiaries Vernon Valley Recreation Associates, 
Inc., Great Valley Real Estate Corp., Great Gorge, Great Heritage, 
Inc., Tav Inc., Stonehill Management Corp., Stonehill Maintenance Corp., 
Stonehill Sewer, Inc., Stonehill Water, Inc., Vernon Valley Sewer, Inc.,  
and GMD filed voluntary petitions with the United States Bankruptcy 
Court for the District of New Jersey seeking reorganization under 
Chapter 11 of the United States Bankruptcy Code.  There can be no 
assurance that Great American will be successful in its efforts to be 
reorganized under Chapter 11 of the United States Bankruptcy Code and 
that it may not be forced to liquidate its assets and distribute 
the proceeds to its creditors.

NOTE 5 - INVESTMENT IN PRICELLULAR CORPORATION:

At the November 7, 1995 closing of the System, PriCellular elected to 
force conversion of its five-year, 4%, $10,000,000 Convertible 
Subordinated Note to DCI into 1,175,088 shares of its Class A 
Common Stock.  The high and low sales prices for PriCellular 
Class A Common Stock, as traded on the American Stock Exchange 
on November 7, 1995, were $13.125 and $12.75, respectively.  As a 
result, the Company recorded the 1,175,088 converted shares at a 
value of $7,497,063 an amount which reflects a 50% discount of the 
closing sales price of PriCellular Class A Common Stock on November 
7, 1995 of $12.75.  The Company recorded a 50% discount because 
of the trading restrictions placed on the stock.

On January 30, 1996, DCI entered into an agreement with PriCellular
whereby DCI agreed to sell to PriCellular 600,000 shares of its 
PriCellular Class A Common Stock for $10.50 per share.  The closing 
of this transaction occurred on February 9, 1996.  At the closing, 
DCI entered into an agreement pursuant to which the demand registration 
rights of the holders of the Company's PriCellular registerable 
securities were waived.


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 6 - MORTGAGES RECEIVABLES:

On December 13, 1995, the Company entered into a purchase agreement with the 
Resolution Trust Corporation for the purchase of 28 mortgages in New Jersey 
and one mortgage in Florida.  The purchase price of $1,600,000 represents 
approximately 51% of the principal amount of indebtedness on single 
family residential properties.  As of June 30, 1996, all of the above 
mortgages were non-performing.  It is the intention of the Company to 
restructure these loans or to commence foreclosure proceedings in order 
to realize a return on this investment.

NOTE 7 - EXTRUSION NOTE:

On March 21, 1996, the Company loaned $1.75 million to Food Extrusion, 
Inc., a non-affiliated nutriceutical corporation engaged in a revolutionary 
stabilization process which converts rice bran (one of the world's largest 
wasted food resources) into a highly nutritious food with cholesterol-
lowering properties.  On July 30, 1996, the Company restructured the 
Extrusion Note.  The Extrusion Note, as restructured, bears interest at 
5% per annum, with principal and interest due on November 21, 1999 and 
is secured by a first lien on certain food processing assets and 
related contract rights.  As additional consideration, the Company 
received 578,000 shares of Common Stock which represents less than 
3.5% of the issued and outstanding shares of common stock of Food 
Extrusion, Inc.  At the issuance, the 5% stated interest rate on the 
Extrusion Note was considered a below market interest rate.  Accordingly, 
a valuation discount of $361,941 was applied to the Extrusion Note 
to be amortized over the life of its term so that the 
effective yield of the Notes would be 12%.  The difference between 
the face value of the Extrusion Notes and its discounted value is 
referred to as an original issue discount.  The value of the original 
issue discount has been assigned to the 578,000 shares of Food 
Extrusion, Inc. common stock.

NOTE 8 - INCOME TAXES:

As of June 30, 1996, the Company had available for federal income
tax purposes approximately $1,690,000 of net operating loss carryforwards, 
which would have expired in fiscal 1997 to 2007 and investment tax credit 
carryforwards of approximately $8,000 which would have expired in 
fiscal 1996 to 2000.


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 8 - INCOME TAXES (Continued):

Effective January 1, 1993, the Company adopted Statement of Financial 
Accounting Standards No. 109, "Accounting for Income Taxes".  This 
statement adopts a balance sheet approach to accounting for income taxes 
and requires, among other things, that deferred assets and liabilities 
be adjusted to reflect the rate at which the applicable timing items 
will reverse based on current enacted law.  The effect of adopting this 
statement in 1993 was not significant to the Company.  The principal 
effect of adopting this statement for the nine months ended June 30, 
1996, is that utilization of net operating loss carryforwards is 
reflected as a reduction of the tax provision rather than 
an extraordinary item.  As a result of the gain on the sale of the 
Company's System, the Company utilized the tax benefit from prior period 
net operating loss carryforwards resulting in the following:

Provision of Income Taxes		                      	$      1,380,000
Tax benefit from loss carryforward utilization	           (676,000)

Net Tax Provision	                             			$        704,000

NOTE 9 - DEBT:

On November 27, 1995, the Company borrowed $1 million from Donaldson, 
Lufkin & Jenrette ("DLJ").  The terms of the loan require that the Company 
pay a rate of interest equal to the broker's rate as established by DLJ 
from time to time.  The loan is due and payable on demand and is 
collateralized with 300,000 shares of the Company's PriCellular Class 
A Common Stock.

NOTE 10 - COMMITMENTS AND CONTINGENCIES:

In lieu of a severance payment and in appreciation for her services in 
developing the System, the Board of Directors had agreed in principle 
with Ms. Evers-Tierney that in the event of consummation of the sale of 
the System, the Company would repurchase all of the shares of the 
Company's Common Stock owned by Ms. Evers-Tierney, her son 
and her husband, at a price equal to the "book value" of such shares 
computed as of the first business day after the Closing.  The 
determination of "book value" would be made by the Company's auditors, 
computed on an accrual basis giving effect to the sale and 
the expenses and taxes incurred in connection with the sale, but 
without deducting any severance payment obligations to Ms. Evers-Tierney 
(which were waived) or the stock repurchase obligation to Ms. 
Evers-Tierney and her family.  As a result, pro rata payment was made 
to Ms. Evers-Tierney and her family.  Ms. Evers-Tierney and her 
family had the right to obtain part of such payments in PriCellular 
notes.  As of June 30, 1996, the Company purchased an aggregate of 
943,411 shares of the Company's Common Stock from Ms. Evers-Tierney 
and her family at a purchase price equal to approximately $500,000 
in cash and

DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued):

182,500 shares of PriCellular Common Stock of which 50% was allocated to 
the purchase of Treasury stock and 50% as a cost in connection with 
the sale of the System.

With the exception of the above described payments to the Company's 
former president and members of her family, no portion of the 
sale proceeds were distributed directly to the Company's shareholders.

Subsequent to the sale of the System, the Company transferred its 
executive offices to 355 Madison Avenue, Morristown, New Jersey.  In 
connection with this move, the Company entered into a lease agreement 
with St. Marks Associates, a real estate partnership owned 50% by 
Mr. Gene Mulvihill.  The lease provides for a lease term of 5 
years commencing December 1, 1995 with a base rent of $1,558 per month 
and a monthly payment of approximately $519 for the Company's 
proportionate share of impositions and operating expenses.  The lease 
provides for rental adjustments for changes in the Consumer Price Index.

As of June 30, 1996, based on the number of membership points sold, the 
Company is required to purchase a minimum inventory of 29 condominium units.  
Currently, the Company owns 6 condominium units free and clear, and has 
purchased 11 condominium units which are subject to mortgages in the 
principal amount of $663,019.  In addition, the Company has entered into 
contracts to purchase the remaining 12 required condominium units 
for a purchase price of approximately $815,500.

On March 29, 1996, but effective as of June 1, 1993, Resort Club entered 
into amended and restated agreements with Vernon Valley Recreation 
Association, Inc. ("Vernon Valley"), Great Gorge and Great Valley 
Real Estate Corp., all subsidiaries of Great American Recreation, Inc. 
("Great American"), whereby in consideration for an aggregate payment 
of 10% of the gross sales price of each Resort Club membership, 
these entities will provide amenities and access to certain properties 
for the benefit of Resort Club members.  The amenities provided by 
Great American include admission passes to the Vernon Valley and Great 
Gorge ski facilities, admission passes to the Action Park and admission 
passes to the Mountain Top Recreation Center, all for the period of 35 
years.  As of June 30, 1996, Resort Club has accrued an aggregate of 
approximately $178,000 due to Great American for the amenities and 
access to certain property.  Also on March 29, 1996, Resort Club entered 
into an amended and restated agreement with Stonehill Recreation 
Corporation, ("Stonehill Recreation"), the entity which owns and 
operates the Spa and Country Club at Great Gorge on terms similar to 
those that were entered into with Great American , except that the 
consideration payable to Stonehill Recreation


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued):

from Resort Club represents $25,000 for each condominium controlled by 
Resort Club.  As of June 30, 1996, Resort Club has accrued an aggregate 
of $650,000 due to Stonehill Recreation for amenities which is due 
and payable.

In connection with the purchase of a Resort Club membership, a member 
is obligated to pay annual membership dues.  Annual membership dues 
have been established to cover each club member's pro rata share of 
the estimated annual maintenance and operating expenses, including 
reserves, for all of the units, facilities, and amenities with the 
present Resort Club program.  Each Resort Club member's pro rata 
share of the annual expenses is based on the ratio of Resort Club 
member's total contract points to the total contract points in 
Resort Club program.  The initial annual membership dues may be 
increased by Resort Club as of each fiscal year by a percentage not 
to exceed the percentage increase, if any, in the Consumer Price Index 
("CPI").  The annual membership dues may be increased by an amount 
greater than the CPI if the increase is put to a vote of all Resort 
Club members and approved by a majority of the points voted.

As of June 30, 1996, management has determined that based on the 
average per point assessment as of June 30, 1996, a deficit of $1.41 
per point exists.  As a result, a $304,244 per year deficit exists 
which is the obligation of Resort Club.  Management has calculated 
the net present value of this obligation to be approximately $3,818,000.

Diamond Leasing entered into a capital lease for two Piston Bullies 
with Bombardier commencing January 1, 1996 for a term of 18 months ending 
September 1, 1997.  Piston Bullies are snow grooming machines used 
for grooming ski trails. The lease provides for 11 payments with 
aggregate rental payments of approximately $165,700 and has a 
$10,901 purchase option at the end of the lease term.  Concurrent  
with entering into the lease agreement with Bombardier, Diamond 
Leasing entered into a sublease agreement with Vernon Valley on 
similar terms with Diamond Leasing's lease agreement with Bombardier 
except that the rental payment had been adjusted to reflect a rate 
of return to the Company of 28%.  In connection with the lease agreement, 
Bombardier filed financing statements to protect its security interest.  
In addition, the Company pledged 10,000 shares of its PriCellular Class 
A Common Stock with Bombardier as additional collateral.  As of June 
30, 1996, the outstanding balance due Bombardier was $107,099.

On January 15, 1996, Vernon Valley failed to make the required payments 
pursuant to the Piston Bully Lease Agreement causing a default.  As a 
consequence of the default, Diamond Leasing accelerated the amount due 
under the Lease Agreement.  Presently, Diamond Leasing has a claim 
against Vernon Valley for all sums due under the Lease 
Agreement, including any and all costs


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued):

and expenses, including reasonable attorney fees, incurred by Diamond 
Leasing to collect the claim.

On January 26, 1996, Diamond Leasing entered into a loan agreement and 
advanced $269,500 to Great American in connection with a loss suffered 
by Great American resulting from a flood that occurred on January 12, 1996.  
As collateral for the $269,500 loan, Great American assigned to Diamond 
Leasing its interest in the insurance proceeds to the extent of $269,500 
together with interest at 9%  per annum.  As further consideration, 
Diamond Leasing and Vernon Valley amended the ski rental shop lease 
to provide that prior to any "additional rent" being paid to Vernon 
Valley  pursuant to the lease agreement funds will be paid to Diamond 
Leasing until the principal amount of the loan is fully paid with 
accrued interest.  As of June 30, 1996, Diamond Leasing received payments 
of $172,366 on this loan pursuant to the assignment and "additional 
rent" described above with a remaining balance of $97,134 outstanding 
as of June 30, 1996.

On March 19, 1996, Diamond Leasing agreed to purchase 92 condominium 
lots from the real estate development corporation, GMD at a price of 
$1,820,000 payable as follows: (i) $270,500 on or before April 1, 1996, 
(ii)  the assumption of any and all filed liens affecting the property; 
and (iii) the balance from the net cash flow realized from the 
development of the property. Each of the parties agreed to seek 
Bankruptcy Court approval for this transaction. The closing occurred 
on April 1, 1996 with Diamond Leasing acquiring good and marketable 
title to the property insurable at regular rates and with customary 
adjustments made at the closing. Finally, Diamond Leasing offered 
GMD the Option to participate in the development of the property. 
A director and officer of the Company is a principal shareholder 
and officer of GMD; in addition, a director and officer of the 
Company is an officer of GMD.

On April 5, 1996, the Company, through a wholly owned subsidiary, Star II 
Leasing Corporation, agreed to purchase an attraction known as the Space 
Shot from S & S Sports Power, Inc. for the sum of $1,250,000.  
Concurrently, Diamond agreed to lease the Space Shot to Vernon Valley 
at an annual rental equal to $300,000 for a term of four (4) years subject, 
however, to Vernon Valley achieving a certain level of revenues, 
failing which no payment will be made to the Company, but will accrue 
and be due and payable to the Company in the subsequent years of the 
said Lease Agreement.  An entity controlled by the immediate family of 
Mr. Mulvihill, an officer and director of the Company, is 50% owner of 
S & S Sports Power, Inc.  In connection with the acquisition 
of this ride, this entity has agreed to forfeit all allocated profits 
and direct same to the Company.  No payments were made in fiscal 
1996 pursuant to this lease agreement.


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued):

On February 14, 1996, an involuntary bankruptcy petition was filed against 
Great American by three creditors in the United States Bankruptcy Court, 
Newark, New Jersey.   On April 2, 1996, Great American and its wholly 
owned subsidiaries, Vernon Valley, Great Valley, Great Gorge, Great 
Heritage, Inc., TAV, Inc., Stonehill Management Corp., Stonehill 
Maintenance Corp., Stonehill Water, Inc., Stonehill Sewer, Inc., 
Vernon Valley Sewer, Inc. and GMD filed voluntary petitions with the 
United States Bankruptcy Court for the District of New Jersey seeking 
reorganization under Chapter 11 of the United States Bankruptcy Code.  
There can be no assurance that Great American will be successful in 
its efforts to be reorganized under Chapter 11 of the United States 
Bankruptcy Code and that it may not be forced to liquidate its assets 
and distribute the proceeds to its creditors. 

NOTE 11 - COMMON STOCK:

In November, 1995, the Company's Board of Directors authorized the 
purchase of up to 2,000,000 shares of its' Common Stock by the 
Company with established limits.  The shares acquired will be held 
as treasury shares.  Through June 30, 1996, the Company 
has repurchased (excluding the 943,411 shares repurchased from Ms. 
Evers-Tierney described below) 376,185 shares of its Common Stock at 
an average price of approximately $1.46 per share.

In lieu of a severance payment and in appreciation for her services in 
developing the System, the Board of Directors has agreed in principle 
with Ms. Evers-Tierney that in the event of consummation of the proposed 
sale of the System, the Company would repurchase all of the shares of 
the Company's Common Stock owned by Ms. Evers-Tierney, her son and her 
husband, at a price equal to the "book value" of such shares 
computed as of the first business day after the Closing.  The determination 
of the "book value" would be made by the Company's auditors, computed on 
an accrual basis giving effect to the sale and the expenses and taxes 
incurred in connection with the sale, but without deducting any 
severance payment obligations to Ms. Evers-Tierney (which were 
waived) or the stock repurchase obligation to Ms. Evers-Tierney 
and her family.  As a result, pro rata payment was made to Ms. 
Evers-Tierney and her family.  Ms. Evers-Tierney and her family had 
the right to obtain part of such payments in PriCellular notes. As 
of June 30, 1996, the Company purchased an aggregate of 943,411 shares of 
the  Company's Common Stock from Ms. Evers-Tierney and her family at a 
purchase price equal to approximately $500,000 in cash and 182,500 
shares of PriCellular Common Stock of which 50% was allocated to the 
purchase of Treasury stock and 50% as a cost in connection with the 
sale of the System.  With the exception of the above described 
payments to the Company's former president and members of her family, no 
portion of the sale proceeds were distributed directly to the Company's 
shareholders.


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 12 - BUSINESS ACQUISITION:

On February 1, 1996, the Company, through its wholly owned subsidiary, 
Diamond Leasing, pursuant to a pledge agreement, acquired 100% of the 
outstanding common stock of Resort Club.  The acquisition has been 
accounted for as a purchase, and, accordingly, the net assets and 
results of operations are included in the Consolidated Financial 
Statements, for financial reporting purposes, beginning in February, 1996.   
Resort Club is engaged in the business of offering membership interests 
in the Great Gorge Resort to the general public.  The membership entitles 
the member to the use of certain amenities such as skiing, admission to 
a participation theme park known as "Action Park", a health club and 
other forms of outdoor recreation on certain leased lands.  
The accommodations are provided in the form of condominiums.

In connection with the $2,000,000 loan extended by PriCellular to DCI on 
April 7, 1995 in anticipation of the execution of the Asset Purchase 
Agreement (See Note 3), an aggregate $1,417,598 of the loan proceeds 
were applied by the Company through its wholly owned subsidiary Diamond 
Leasing to the extension of a loan to Resort Club.  The Resort Club 
loan was repayable on April 20, 1996, together with interest thereon at 
an annual rate of 18% and payable quarterly (said loan was extended for 
a period of one year to April 20, 1997).  

On October 16, 1995, the Company entered into a second loan agreement 
with Resort Club whereby the Company through its wholly owned subsidiary, 
Diamond Leasing, provided an additional loan facility of $2,300,000 
on terms substantially similar to the previous loan agreement with 
Resort Club.  The loan was due and payable on October 16, 1996 
(said loan was extended for a period of one year to October 16, 1997).

On February 1, 1996, Diamond Leasing entered into a third loan agreement 
with Resort Club, whereby it provided an additional loan facility of 
$4,000,000 on terms substantially similar to the previous loan 
agreements with Resort Club.  The loan is due and payable on February 
1, 1997.

As additional consideration in connection with the above financing, 
Diamond Leasing acquired certain interests in Resort Club, subject 
to the satisfaction of certain conditions.  In this regard, on February 1, 
1996, the Company, through its wholly owned subsidiary, Diamond Leasing, 
pursuant to a pledge agreement, acquired 100% of the outstanding 
common stock of Resort Club.  As of June 30, 1996, the Company's 
primary business operations are in connection with the sale of 
membership interests through Resort Club. Diamond Leasing acquired 
all of the common stock of Resort Club from Whitehorse Enterprises, 
Inc., a non-affiliated entity.


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 13 - SUBSEQUENT EVENTS:

During the fourth quarter of fiscal 1996, the Company, through Diamond 
Leasing, advanced $882,090 to Summit Bank ("Summit") and Lakeview 
Savings Bank ("Lakeview") in connection with a limited forbearance 
agreement entered into between Summit, Lakeview, Eugene Mulvihill 
and Robert and Stanley Holuba.  

On March 1, 1994, loans made by Summit and Lakeview to Vernon Valley 
had matured and were immediately due and payable.  Vernon Valley 
failed to fully pay the loan obligations which constituted a material 
default under the Vernon Valley loan documents, and together with the 
filing of bankruptcy by Vernon Valley, also constituted a material event 
of default under the Vernon Valley loan documents.

As part of the original loan transactions, Mr. Mulvihill and Mr. Stanley 
and Robert Holuba (the "guarantors") guaranteed the Summit and Lakeview 
loans.  The outstanding loan balance, including principal, interest, and 
other costs, at September 30, 1996 was approximately $4,607,184.  The 
payment made by the Company to Summit and Lakeview was made in connection 
with a limited forbearance agreement for which the banks agreed to 
forebear from exercising their respective rights and remedies under the 
Vernon Valley loan documents.

Simultaneously with Diamond Leasing's advance of $882,090, the guarantors 
assigned their rights of subrogation to Diamond Leasing.  Under the 
rights of subrogation, Diamond Leasing has a security interest in the 
collateral, the Great Gorge South Summit Lodge and ski facility.  Management 
believes that the value of the collateral is in excess of the Summit and 
Lakeview liens.

In December 1996, the Company entered into a First Amendment to the Limited 
Forbearance Agreement dated September 20, 1996 (See Note 3).  The terms of 
the amended agreement required the Company to make a lump sum payment to 
Summit for $253,729 and six monthly payments to Lakeview for $79,150.13 
and a lump sum payment of $174,900.78 on July 1, 1997.

On August 5, 1996, DCI consummated the sale of an additional 450,000 shares 
of Class A Common Stock of Pricellular in an underwritten public offering 
pursuant to a Registration Statement on Form S-3 (File No. 333-03737) 
declared effective by the Securities and Exchange Commission on July 30, 
1996.  Of the 450,000 shares sold, 75,000 shares were sold on behalf 
of the Company's former President.  As of September 30, 1996, an 
additional 107,500 shares were issued to Ms. Evers-Tierney pursuant to her 
agreement (see Note 3).  The shares were sold at a price of $10.00 per share 
less a $.55 per share underwriting discount for a net price of $9.45 per 
share or $4,252,500 in the aggregate to an underwriting group 
comprised of Merrill Lynch, 


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)

NOTE 13 - SUBSEQUENT EVENTS (Continued):

Pierce, Fenner & Smith Incorporated, Paine Webber Incorporated, Nat 
West Securities Limited and Wasserstein Perella Securities, Inc.

On November 18, 1996, the Company borrowed $1,000,000 from Donaldson, 
Lufkin & Jenrette ("DLJ").  The terms of the loan require that the Company 
pay a rate of interest equal to 12%.  The loan is due and payable on 
demand and is collateralized with 196,700 shares of the 
Company's PriCellular Class A common stock.


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, 1995.

On November 7, 1995, the Company completed the sale of its System.  
The System was substantially the Company's only source of revenues.  
After November 7, 1995, the Company had no significant operations.  On 
February 1, 1996, the Company through its wholly owned subsidiary 
Diamond Leasing, pursuant to a pledge agreement, acquired 100% of 
the outstanding common stock of Resort Club.  Accordingly, the Company's 
condensed consolidated balance sheet at June 30, 1996 is not comparable 
to the condensed consolidated balance sheet as of September 30 1995, 
and the Company's condensed consolidated statement of operations and 
cash flows for the nine months ended June 30, 1996 are not comparable 
to the nine months ended June 30, 1995.

A.	Liquidity and Capital Resources

During the first nine months of fiscal 1996, the Company had a net 
loss from continuing operations of approximately $7,297,000.  Included 
in the net loss from continuing operations is depreciation of 
approximately $53,000.  After reflecting the net change in 
assets and liabilities, net cash used by operations was approximately 
$2,960,000.  In addition, income from discontinued operations provided 
net cash of approximately $7,526,000 primarily as a result of the sale 
of the Company's cellular telephone system.  Investing activities 
provided net cash of approximately $611,000 and primarily includes 
investments in mortgages of approximately $1,524,000, purchase of an 
amusement ride for approximately $1,229,000, investment in a mutual 
fund and other marketable securities of approximately $539,000 and a 
loan to Food Extrusion, Inc. of $1,750,000 offset by the sale of 
PriCellular Stock which generated cash proceeds of approximately 
$5.0 million.   Financing activities used net cash of approximately 
$4,787,000 which resulted from the repayment of borrowings of 
approximately $4,566,000, purchase of treasury stock of approximately 
$1,387,000 offset by  the proceeds of additional loans of approximately 
$1,165,700.  Accordingly, during the first nine months of fiscal 1996, the 
Company's cash increased by approximately $390,000.


DOMINION RESOURCES, INC. AND SUBSIDIARIES

ITEM 2

Management's Discussion and Analysis of
Financial Condition and Results of Operations


Sale of Cellular Assets

On November 16, 1994, the Company announced that its wholly owned 
subsidiary, Dominion Cellular Inc. ("DCI"), had retained an independent
broker on an exclusive basis to attempt to find a potential purchaser for 
DCI's cellular system or a possible merger partner with DCI.  Management 
of the Company determined to seek a purchaser because it believed that 
DCI's cellular system had been developed to a point where it 
represented an attractive acquisition for potential acquirers in the 
cellular industry at a price, based on current market conditions, 
substantially in excess of DCI's costs in developing the system.

On May 8, 1995, the Company and DCI executed an Asset Purchase Agreement 
(subsequently amended on August 14, 1995 and December 14, 1995) with two 
unaffiliated entities, PriCellular Corporation ("PriCellular") and 
PriCellular's wholly-owned Northland subsidiary, providing for the sale to 
Northland of the System operated by DCI in the Bibb, Alabama RSA (the 
"AL-4 RSA").  The System was substantially the Company's only source 
of revenues.  Immediately after completion of the sale of the 
System, the Company had no significant operations.

The sale of the System was contingent upon obtaining the consent of 
the Federal Communications Commission ("FCC") to the assignment by 
DCI of the licenses to operate the System to Northland (which consent 
was obtained on June 9, 1995), and upon obtaining the approval of the 
sale from holders of a majority of the outstanding shares of the 
Company's Common Stock (which approval was obtained on November 6, 
1995).  

The Assets sold (subject to certain liabilities related to  the System and  
being   assumed  by the  Purchaser)  included   the FCC nonwireline 
license for the AL-4 RSA, the cellular sites, towers and related 
equipment used by the System, the real property on which the cellular 
sites are located, and the bulk of DCI's current assets.

The parties also agreed that effective August 1, 1995, PriCellular 
would become the manager of the System pursuant to a management 
agreement providing for a management fee to be paid to PriCellular 
equal to 7% of the gross revenues of the System during the term of 
the management agreement.  Through November 7, 1995, the 
Company accrued $114,600 in connection with the management agreement.

The original purchase price of the system was $19,900,000 (after a $100,000 
reduction for the amount by which certain liabilities assumed by the 
purchaser at the closing exceeded DCI's assets) payable as follows:  
(a) $6,000,000 in cash, payable at the Closing which occurred on


DOMINION RESOURCES, INC. AND SUBSIDIARIES

ITEM 2

Management's Discussion and Analysis of
Financial Condition and Results of Operations

Sale of Cellular Assets (Continued):

November 7, 1995, (b) $3,900,000 in cash payable 30 days following the 
Closing and (c) $10,000,000 by delivery at the Closing of PriCellular's 
five-year 4% Convertible Subordinated Note in the principal amount of 
$10,000,000 (also referred herein as the "PriCellular Note").  
The PriCellular Note was convertible into shares of PriCellular 
Class A Common Stock at $8.51 per share (i) at the option of the holder 
and (ii) at the option of PriCellular if the closing price for 
PriCellular Class A Common Stock when trading on the American 
Stock Exchange (or such other exchange which at such time 
may be the principal exchange where such stock is traded) is 
$10.60 or higher for ten consecutive trading days. 

At the closing, the initial $6,000,000 cash portion of the purchase price 
was reduced to the extent required to repay DCI's outstanding debt to 
Motorola (approximately $2,864,000) incurred to finance construction of
the System, and to repay the 8%, $2,000,000 loan extended to DCI by 
PriCellular on April 7, 1995 in anticipation of the execution of the 
Asset Purchase Agreement.  At the second closing, the $4,000,000 cash 
portion of the purchase price was decreased by $100,000, the amount by 
which assumed liabilities exceeded DCI's assets. An aggregate 
$400,000 of the $3,900,000 balance of the purchase price was required to 
be held in escrow for a one year period following the 
closing, to ensure the accuracy of the Company's representations 
and warranties.

Also at the closing, PriCellular elected to force conversion of its 
five-year, 4%, $10,000,000 Convertible Subordinated Note to DCI into 
1,175,088 shares of its Class A Common Stock.  The high and low sales prices 
for PriCellular Class A Common Stock, as traded on the American Stock 
Exchange on November 7, 1995, were $13.125 and $12.75, respectively.  
As a result, the Company recorded the 1,175,088 converted shares 
at a value of $7,497,061 an amount which reflected a 50% discount 
of the closing sales price of PriCellular Class A Common Stock on 
November 7, 1995 of $12.75.  The Company recorded a 50% discount 
because of the trading restrictions placed on the stock.

In connection with the second closing, the Company entered into a 
second amendment to the Asset Purchase Agreement dated December 14, 
1995 whereby the Company and PriCellular resolved certain disputes with 
respect to the adjusted purchase price of the cellular telephone system.  
As amended, the Company received $3,500,000 at the second closing, 
with the $400,000 balance being held in escrow.  As part of the second 
amendment, the Company retained ownership of certain accounts receivable 
deemed to be uncollectible as of August 1, 1995 in the aggregate 
principal amount of approximately $124,000.  In addition, the Company 
reserved the 


DOMINION RESOURCES, INC. AND SUBSIDIARIES

ITEM 2

Management's Discussion and Analysis of
Financial Condition and Results of Operations


Sale of Cellular Assets (Continued):

right to the proceeds of any insurance claim arising from a loss that 
took place in the month of August 1995.

	Use of Proceeds from the System Sale

In addition to receipt of the PriCellular Class A Common Stock, the 
Company received an aggregate of approximately $9,900,000 (less 
closing costs and associated expenses) in cash payments from 
PriCellular at the initial closing and at the Second Payment Date 
(of which $400,000 is being held in escrow for a one year period as 
previously described).  The cash payments and the proceeds from the 
sale or distribution of PriCellular Stock through June 30, 1996 were 
applied substantially as follows:

					                                             		

a) Repayment of Motorola debt and accrued interest
    incurred to finance construction of the System.	  	$  2,864,226
b) Closing costs 						                                     747,955
c) Escrow account deposit 				                              400,000
d) Advances to Resort Club 			                        	   6,225,442
e) Investment in mutual fund and other
    marketable securities					                              381,723
f) Investment in RTC mortgages			                      	  1,600,000
g) Prepaid lease						                                      950,000
h) Investment in Food Extrusion		                     		  1,750,000
i) Purchase of the Company's Common Stock
     from former President				                         	  1,664,450
j) Purchase of the Company's Common Stock
    from unrelated parties 					                            562,343
k) Investments in real estate and real estate
     related activities					                                505,565
l) Investment in Space Shot and Piston Bullies	        	  1,394,710
Total:			                                          				$ 19,046,414




DOMINION RESOURCES, INC. AND SUBSIDIARIES
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations

Proceeds from the System Sale Payable to Former President

In lieu of a severance payment and in appreciation for her services in 
developing the System, the Board of Directors had agreed in principle with 
Ms. Evers-Tierney that in the event of consummation of the sale of the 
System, the Company would repurchase all of the shares of the Company's 
Common Stock owned by Ms. Evers-Tierney, her son and her husband, at 
a price equal to the "book value" of such shares computed as of the 
first business day after the Closing.  The determination of "book value" 
would  be made by the Company's auditors, computed on an accrual basis 
giving effect to the sale and the expenses and taxes incurred in 
connection with the sale, but without deducting any severance payment 
obligations to Ms. Evers-Tierney (which were waived) or the stock 
repurchase obligation to Ms. Evers-Tierney and her family.  As a 
result, pro rata payment was made to Ms. Evers-Tierney and her family.  
Ms. Evers-Tierney and her family had the right to obtain part of such 
payments in PriCellular notes.  As of June 30, 1996, the Company 
purchased an aggregate of 943,411 shares of the Company's 
Common Stock from Ms. Tierney and her family at an aggregate purchase 
price equal to approximately $500,000 in cash and 182,500 shares of 
PriCellular Common Stock of which 50% was allocated to the purchase 
of Tierney stock and 50% as a cost in connection with the sale of System.  
With the exception of the above described payments to the Company's 
former president and members of her family, no portion of the sale 
proceeds were distributed directly to the Company's shareholders.

Future Business Plans

On February 1, 1996, the Company, through its wholly owned subsidiary, 
Diamond Leasing,  pursuant to an option agreement purchased 100% of 
the outstanding common stock of Resort Club.  Resort Club is engaged in 
the business of offering membership interests in the Great Gorge Resort 
to the general public.  As of June 30, 1996, the Company's primary 
business operations are in connection with the sale of membership 
interests through Resort Club.

In addition, 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 such as Great American and affiliated companies.  The 
Company's involvement may be as a sole principal, a partner, a joint 
venturer or in some other form.

As of June 30, 1996, the Company had engaged in various transactions 
with certain of its officers, directors, principal stockholders and 
certain of their affiliated entities (see Note 4).  In addition, as 
of June 30, 1996, the Company had made investments in Food 
Extrusion, Inc.


DOMINION RESOURCES, INC. AND SUBSIDIARIES

ITEM 2

Management's Discussion and Analysis of
Financial Condition and Results of Operations


	Future Business Plans (Continued):

(see Note 7) and purchased mortgages from the Resolution Trust 
Company (see Note 6).

The Company may also seek to pursue real estate development activities 
on its "Silver Shield" Mill property in Colorado.  Despite the foregoing, 
management reserves the right to apply the Company's resources in other 
businesses as opportunities present themselves.  

B.	Results of Operations

Nine months ended June 30, 1996 compared with nine months ended 
June 30, 1995. 

The net loss from continuing operations applicable to common shareholders 
for the first nine months of fiscal 1996 was $7,296,765 ($1.46 per share) 
as compared to a net loss from continuing operations applicable to common 
shareholders of $552,795 ($0.11 per share) in the comparable prior 
year period.

The net loss from continuing operations for the first nine months 
of 1996 was primarily a result of the write-off of certain deferred 
membership expenses of Resort Club in the aggregate amount of 
$5,634,317.  In accordance with FASB No. 67, the Company reduced 
the carrying amount of deferred membership expenses to net realizable value.  
In addition, during fiscal 1996, the Company recorded a provision of 
$3,818,371 which represents the net present value of the estimated 
annual maintenance and operating expenses, including reserves, for 
all the units, facilities and amenities with the present Resort Club 
program in excess of the annual membership dues collected by Resort Club.

During the first nine months of fiscal 1996, the Company recorded membership 
revenue of approximately $2,002,000 and corresponding membership expenses 
of approximately $1,787,630, excluding the write-off of over budgeted 
expenses described above.  Membership expense primarily includes 
Operating Expenses of approximately $160,300, Marketing and Selling 
Expenses of approximately $761,300 and Product Costs of approximately 
$1,076,100.  In addition, the Company had other income of approximately 
$1,274,000 primarily from ski rental operations offset by approximately 
$1,082,000 in expenses which primarily consisted of $1,025,000 in rent 
expense to Vernon Valley Recreation Association, Inc. (See Note 4 of 
the Notes to the Condensed Consolidated Financial Statements).


DOMINION RESOURCES, INC. AND SUBSIDIARIES

ITEM 2

Management's Discussion and Analysis of
Financial Condition and Results of Operations


Nine months ended June 30, 1996 compared with nine months ended 
June 30, 1995 (Continued):

Also, the Company recorded a gain on sale of marketable securities of 
$2,628,808, primarily resulting from the sale of its Pricellular stock 
received as part of the proceeds from the sale of the cellular 
telephone system.

Net income from discontinues operations applicable to common 
shareholders for the twelve months of fiscal 1996 was $10,051,041 
($2.01 per share) as compared to net income from discontinued 
operations applicable to common shareholders of $951,284 ($0.18 per 
share) in the comparable prior year period.  The net income from 
discontinued operations was primarily a result of the sale of the 
Company'' cellular phone system.  (See Item 1 and Note 3 to the 
Notes to the Condensed Consolidated Financial Statements).



DOMINION RESOURCES, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION

Part II

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

	During the quarter ended June 30, 1996:

	None.

Item 6.	Exhibits and Reports on Form 8-K

	During the quarter ended June 30, 1996:

	None.


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/ Gene Mulvihill
        				       Gene Mulvihill
				               Chief Executive Officer


Dated:    			By: /s/ Joseph R. Bellantoni
       				      Joseph R. Bellantoni
				             Chief Financial Officer

EX-27

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE JUNE 30, 1996
10QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATMENTS.

       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         656,939
<SECURITIES>                                   539,056
<RECEIVABLES>                                1,254,611
<ALLOWANCES>                                   211,502
<INVENTORY>                                          0
<CURRENT-ASSETS>                            11,645,098
<PP&E>                                       1,617,884
<DEPRECIATION>                                  76,428
<TOTAL-ASSETS>                              20,911,672
<CURRENT-LIABILITIES>                       17,020,440
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        42,394
<OTHER-SE>                                   5,058,706
<TOTAL-LIABILITY-AND-EQUITY>                20,911,672
<SALES>                                      3,569,699
<TOTAL-REVENUES>                             3,569,699
<CGS>                                                0
<TOTAL-COSTS>                               13,120,879
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             511,960
<INCOME-PRETAX>                            (7,296,765)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (7,296,765)
<DISCONTINUED>                              10,051,041
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,754,276
<EPS-PRIMARY>                                     0.55
<EPS-DILUTED>                                     0.55