SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q
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X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of 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    X   No         

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act). Yes       No    X  

At September 30, 2004, the latest practicable date for determination, 177,932 shares of common stock, without par value, of the registrant were outstanding.

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The accompanying notes are an integral part of the Consolidated Financial Statements.

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The accompanying notes are an integral part of the Consolidated Financial Statements.

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The accompanying notes are an integral part of the Consolidated Financial Statements.

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The accompanying notes are an integral part of the Consolidated Financial Statements.

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Note 1. Nature of Operations

Virginia Electric and Power Company (the Company), a Virginia public service company, is a wholly-owned subsidiary of Dominion Resources, Inc. (Dominion). The Company is a regulated public utility that generates, transmits and distributes electricity within a 30,000 square-mile area in Virginia and northeastern North Carolina. It serves approximately 2.3 million retail customer accounts, including governmental agencies, and wholesale customers such as rural electric cooperatives, municipalities, power marketers and other utilities. The Virginia service area comprises about 65% of Virginia's total land area but accounts for over 80% of its population. The Company has trading relationships beyond the geographic limits of its retail service territory and buys and sells natural gas, electricity and other energy-related commodities.

The Company manages its daily operations through three primary operating segments: Generation, Energy and Delivery. In addition, the Company reports its corporate and other functions as a segment.

The "Company" is used throughout this report and, depending on the context of its use, may represent any of the following: the legal entity, Virginia Electric and Power Company, one of Virginia Electric and Power Company's consolidated subsidiaries or the entirety of Virginia Electric and Power Company and its consolidated subsidiaries.

Note 2. Significant Accounting Policies

As permitted by the rules and regulations of the Securities and Exchange Commission (SEC), the accompanying unaudited Consolidated Financial Statements contain certain condensed financial information and exclude certain footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles). These unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2003 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004.

In the opinion of the Company's management, the accompanying unaudited Consolidated Financial Statements contain all adjustments, including normal recurring accruals, necessary to present fairly the Company's financial position as of September 30, 2004, its results of operations for the three and nine months ended September 30, 2004 and 2003, and its cash flows for the nine months ended September 30, 2004 and 2003.

The Company makes certain estimates and assumptions in preparing its Consolidated Financial Statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses for the periods presented. Actual results may differ from those estimates.

The accompanying unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, the accounts of the Company and all majority-owned subsidiaries, and those variable interest entities (VIEs) where the Company has been determined to be the primary beneficiary.

The Company reports certain contracts and instruments at fair value in accordance with generally accepted accounting principles. Market pricing and indicative price information from external sources are used to measure fair value when available. In the absence of this information, the Company estimates fair value based on near-term and historical price information and statistical methods. For individual contracts, the use of differing assumptions could have a material effect on the contract's estimated fair value. See Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2003 for more discussion of the Company's estimation techniques.

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The results of operations for the interim periods are not necessarily indicative of the results expected for the full year. Information for quarterly periods is affected by seasonal variations in sales and other factors.

Certain amounts in the 2003 Consolidated Financial Statements have been reclassified to conform to the 2004 presentation.

The Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, (FIN 46R) for its interests in VIEs that are not considered special purpose entities on March 31, 2004. FIN 46R addresses the identification and consolidation of VIEs, which are entities that are not controllable through voting interests or in which the VIEs' equity investors do not bear the residual economic risks and rewards. There was no impact on the Company's results of operations or financial position related to this adoption.

As described in Note 20 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, the Company is a party to long-term contracts for purchases of electric generation capacity and energy from qualifying facilities and independent power producers. Certain variable pricing terms in some of these contracts cause them to be considered potential variable interests that require evaluation under the provisions of FIN 46R. If a power generator that holds one of these specific types of contracts is determined to be a VIE and the Company is determined to be the primary beneficiary, the Company would be required to consolidate the entity in its financial statements. Consolidation of one of these potential VIEs would primarily result in the addition of property, plant and equipment, long-term debt and minority interest to the Company's balance sheet. The impact on the Company's consolidated results of operations would be that purchased ene rgy and capacity expenses attributable to the long-term contract with the VIE would be replaced by the VIE's operations, maintenance and interest expense. The VIE's results of operations would be reported as income attributable to a minority interest, and would not affect the Company's net income. Long-term debt of these potential VIEs, even if consolidated, would be nonrecourse to the Company.

At March 31, 2004, the Company had determined that its contracts with ten of these entities would require further analysis under FIN 46R. Since these entities were established and are legally owned by parties not affiliated with the Company, the Company submitted requests to these potential VIEs for the information necessary to perform the required assessments. In response to these requests, one of the potential VIE supplier entities provided some of the requested information. Using this information, the Company has completed its analysis, the results of which indicate that the Company is not the primary beneficiary of this supplier entity under FIN 46R. The Emerging Issues Task Force (EITF) has added a project to its agenda to consider what variability should be considered when determining whether an interest is a variable interest. This EITF project or other efforts to further interpret FIN 46R could require a reassessment of this information.

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The Company has remaining purchase commitments under contracts with these ten potential VIEs of $4.5 billion at September 30, 2004. The Company purchased $167 million and $154 million of electric generation capacity and energy from these entities in the quarters ended September 30, 2004 and 2003, respectively, and $498 million and $482 in the nine-month periods ended September 30, 2004 and 2003, respectively. The Company's exposure to losses from its involvement with these entities cannot be determined since losses, if any, would be represented by either: 1) the difference between (a) the amount payable by the Company for energy and capacity under the long-term contract and (b) amounts recoverable through regulated electric sales or wholesale market transactions; or 2) if the potential VIE supplier fails to perform, any amount paid by the Company to obtain replacement energy and capacity in excess of the amounts otherwise payable under the long-term contract with the potential VIE supp lier entity.

As described more fully in Note 3 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, the Company adopted FIN 46R for its interests in special purpose entities on December 31, 2003.

Effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations, which provides accounting requirements for the recognition and measurement of liabilities associated with the retirement of tangible long-lived assets. Upon adoption, the Company recognized a $139 million after-tax gain as the cumulative effect of this change in accounting principle.

On January 1, 2003, the Company adopted EITF Issue No. 02-3, Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities, that rescinded EITF Issue No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities. The implementation of EITF 02-3 resulted in the discontinuance of fair value accounting for non-derivative energy-related contracts held for trading purposes. Upon adoption, the Company recognized an after-tax loss of $55 million as the cumulative effect of this change in accounting principle.

On October 1, 2003, the Company adopted EITF Issue No. 03-11, Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB Statement No. 133 and Not "Held for Trading Purposes" as Defined in Issue No. 02-3. EITF 03-11 addresses classification of income statement related amounts for derivative contracts. Income statement amounts related to periods prior to October 1, 2003 are presented as originally reported.

EITF 03-1

In accordance with FASB Staff Position (FSP) EITF 03-1-1, the Company delayed its adoption of the recognition and measurement provisions of EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, which provides guidance for evaluating and recognizing other-than-temporary impairments for certain investments in debt and equity securities. This delay will be in effect until the FASB reaches a final conclusion on issues raised in the proposed FSP 03-1-a, which relates primarily to implementation issues concerning certain types of debt securities.

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Pending the adoption of any new guidance that may be finalized in the future, the Company has continued to evaluate its available-for-sale securities for other-than-temporary impairment based on the accounting policy as described in Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. In addition to issues being addressed by the FASB in FSP 03-1-a, the Company and other entities in the electric industry have sought additional guidance from the FASB concerning the proper application of EITF 03-1 to debt and equity securities held in nuclear decommissioning trusts. Given the delayed effective date and the request for additional guidance as described above, the Company cannot predict what the initial or ongoing impact of applying EITF 03-1 to its nuclear decommissioning trust investments may have on its results of operations and financial condition at this time.

The Company's operating revenue consists of the following:

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The following table presents selected information related to cash flow hedges included in accumulated other comprehensive income in the Consolidated Balance Sheet at September 30, 2004:

The actual amounts that will be reclassified to earnings during the next 12 months will vary from the expected amounts presented above as a result of changes in market prices, interest rates and foreign exchange rates. The effect of amounts being reclassified from accumulated other comprehensive income to earnings will generally be offset by the recognition of the hedged transactions (e.g., anticipated purchases) in earnings, thereby achieving the realization of prices contemplated by the underlying risk management strategies.

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At September 30, 2004, total outstanding commercial paper supported by the credit facilities was $348 million, all of which were the Company's borrowings. At September 30, 2004, total outstanding letters of credit supported by the credit facilities were $148 million, of which a total of $81 million was issued on behalf of an unregulated subsidiary of the Company. At September 30, 2004, capacity available under the two credit facilities was $1.75 billion.

In August 2004, in connection with the acquisition of a generating facility of UAE Mecklenburg Cogeneration LP (Mecklenburg), the Company assumed Mecklenburg's $109 million senior secured bonds and $25 million pollution control bonds. In October 2004, the Company offered to exchange $106 million of its 2004 Series A 7.25% senior notes due 2017 (the senior notes) for the outstanding Mecklenburg senior secured bonds, following the scheduled principal payment of $3 million. The senior notes have the same financial terms as the Mecklenburg senior secured bonds.

In the nine months ended September 30, 2004, the Company repaid $250 million of its 8% mortgage bonds due March 1, 2004.

Other than the matters discussed below, there have been no significant developments regarding commitments and contingencies as disclosed in Note 20 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, Notes 8 and 10 to the Consolidated Financial Statements in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004, respectively, nor have any significant new matters arisen during the quarter ended September 30, 2004.

In March 2004, the State of North Carolina filed a petition under Section 126 of the Clean Air Act seeking the Environmental Protection Agency (EPA) to impose additional nitrogen oxide (NO_x) and sulfur dioxide (SO₂) reductions from electrical generating units in thirteen states, claiming emissions from the electrical generating units in those states are contributing to air quality problems in North Carolina. The Company has electrical generating units in two of the states. The issues raised by North Carolina are already being addressed by the EPA in current regulatory initiatives. The EPA is expected to respond to the petition later this year. Given the highly uncertain outcome and timing of future action, if any, by the EPA on this issue, the Company cannot predict the financial impact, if any, on its operations at this time.

In July 2004, the EPA published new regulations that govern existing utilities that employ a cooling water intake structure, and whose flow levels exceed a minimum threshold. The EPA's rule presents several compliance options. The Company is evaluating information from certain of its power stations and expects to spend approximately $14 million over the next 4 years conducting studies and technical evaluations. The Company cannot predict the outcome of the EPA regulatory process or state with any certainty what specific controls may be required.

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At September 30, 2004, the Company had purchased $10 million of surety bonds for various purposes, including providing worker compensation coverage and obtaining licenses, permits and rights-of-way. Under the terms of surety bonds, the Company is obligated to indemnify the respective surety bond company for any amounts paid.

In August 2004, the Company paid $42 million in cash and assumed $134 million in debt in connection with the termination of a long-term power purchase agreement and acquisition of the related generating facility used by Mecklenburg, a non-utility generator, to provide electricity to the Company. The purchase price was allocated to the assets and liabilities acquired based on their estimated fair values as of the date of acquisition. In connection with the termination of the agreement, the Company recorded a net gain of $34 million ($21 million after-tax), which resulted from a loss of $133 million related to terminating the agreement that was more than offset by the reversal of a $167 million liability representing the remaining balance related to the fair value of the Mecklenburg agreement recorded in October 2003 upon adoption of SFAS No. 133 Implementation Issue No. C20, Interpretation of the Meaning of "Not Clearly and Closely Related" in Paragraph 10(b) regarding Contracts with a Price Adjustment Feature, (Issue C20). The power purchase agreement, which contained pricing terms linked to a broad market index, was required to be recorded at fair value upon adoption of Issue C20; however, since it qualified as a normal purchase and sale contract, no further changes in its fair value were recognized.

The Company sells electricity and provides distribution and transmission services to a diverse group of customers, including residential, commercial and industrial customers as well as rural electric cooperatives and municipalities. Credit risk associated with trade accounts receivable from energy consumers is limited due to the large number of customers. In addition, the Company enters into contracts with various companies in the energy industry for purchases and sales of energy-related commodities, including natural gas and electricity in its energy trading and risk management activities. The Company's exposure to credit risk is concentrated primarily within its energy trading and risk management activities, as the Company transacts with a smaller, less diverse group of counterparties and transactions may involve large notional volumes and potentially volatile commodity prices. At September 30, 2004, gross credit exposure related to these transactions totaled $424 million, reflecting the unrealized gains f or contracts carried at fair value plus any outstanding receivables (net of payables, where netting agreements exist), prior to the application of collateral. After the application of collateral, the Company's credit exposure totaled $411 million. Of this amount, investment grade counterparties represented 97% and no single counterparty exceeded 16%. The credit exposure amounts exclude amounts receivable from affiliated companies.

As of September 30, 2004 and December 31, 2003, the Company had margin deposit assets of $77 million and $41 million, respectively, and margin deposit liabilities (reported in other current liabilities) of $13 million and $1 million, respectively.

The Company engages in related party transactions primarily with other Dominion subsidiaries. The Company's accounts receivable and payable balances with affiliates are settled based on contractual terms or on a monthly basis, depending on the nature of the underlying transactions. The significant related party transactions are disclosed below.

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The Company, through an unregulated subsidiary, transacts with other Dominion subsidiaries for certain quantities of natural gas and other commodities at market prices in the ordinary course of business. Through the same unregulated subsidiary, the Company is involved in facilitating Dominion's enterprise risk management. In connection with this role, the Company's unregulated subsidiary enters into certain financial derivative commodity contracts with other Dominion subsidiaries. These contracts, which are principally comprised of commodity swaps, are used by Dominion subsidiaries to manage commodity price risks associated with purchases and sales of natural gas. As part of Dominion's enterprise risk management, the Company generally manages such risk exposures by entering into offsetting derivative instruments with non-affiliates. The Company reports both affiliated and non-affiliated derivative instruments at fair value, with related changes included in earnings, except to the e xtent designated as cash flow hedges.

The affiliated transactions are presented below:

The Company's Consolidated Balance Sheets included derivative assets of $136 million and $86 million with Dominion subsidiaries at September 30, 2004 and December 31, 2003, respectively, and derivative liabilities of $56 million and $65 million with Dominion subsidiaries at September 30, 2004 and December 31, 2003, respectively.

Dominion Resources Services, Inc., a subsidiary of Dominion, provides accounting, legal and certain administrative and technical services to the Company. The Company recognized expenses of $74 million and $70 million in the third quarters of 2004 and 2003, respectively, and $210 million and $222 million in the first nine months of 2004 and 2003, respectively, in other operations and maintenance expense related to these services. The Company provided certain services to affiliates, including charges for facilities and equipment usage, which totaled $7 million in the third quarters of both 2004 and 2003, and $20 million and $21 million in the nine months ended September 30, 2004 and 2003, respectively.

As of September 30, 2004 and December 31, 2003, the Company has borrowed funds from Dominion under a short-term demand note of $689 million and $154 million, respectively, and a long-term note of $220 million for both periods. Interest charges incurred by the Company related to these borrowings were $3 million and $7 million in the three and nine months ended September 30, 2004, respectively. Interest charges were not material in the three and nine months ended September 30, 2003.

An unregulated subsidiary of the Company, at its sole discretion, has provided $8 million at both September 30, 2004 and December 31, 2003 of cash collateral to third parties on behalf of several of its natural gas supply customers. For this and other financial support services, the unregulated subsidiary receives fees and has a security interest in the customers' assets. The arrangements terminate at various dates beginning in 2005 through 2007, subject to periodic renewal thereafter unless terminated by either party.

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The Company is organized primarily on the basis of products and services sold in the United States. The majority of the Company's revenue is provided through bundled rate tariffs. Generally, such revenue is allocated for management reporting based on prior cost-of-service studies among the three operating segments:

Generation includes the Company's portfolio of electric generating facilities, power purchase contracts and marketing of its excess generation resources not needed to serve utility customers.

Energy includes the Company's electric transmission operations and its energy trading and risk management activities (Clearinghouse). The electric transmission operations are subject to cost-of-service rate regulation.

Delivery includes the Company's electric distribution systems and customer service operations. The Delivery segment is subject to cost-of-service rate regulation.

Corporate and Other includes the Company's corporate and other functions. The contribution to net income by the Company's primary operating segments is determined based on a measure of profit that executive management believes to be representative of the segments' core earnings. As a result, certain specific items attributable to those segments are not included in profit measures evaluated by executive management in assessing the segment's performance or allocating resources among the segments. These specific items are instead reported in the Corporate and Other segment.

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) discusses the results of operations and general financial condition of the Company. MD&A should be read in conjunction with the Consolidated Financial Statements. The "Company" is used throughout MD&A and, depending on the context of its use, may represent any of the following: the legal entity, Virginia Electric and Power Company, one of Virginia Electric and Power Company's consolidated subsidiaries or the entirety of Virginia Electric and Power Company and its consolidated subsidiaries. The Company is a wholly-owned subsidiary of Dominion.

The MD&A consists of the following information:

• Forward-Looking Statements
• Accounting Matters
• Results of Operations
• Segment Results of Operations
• Selected Information-Energy Trading Activities
• Sources and Uses of Cash
• Future Issues and Other Matters
• Risk Factors and Cautionary Statements That May Affect Future Results

This report contains statements concerning the Company's expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify these forward-looking statements by words such as "anticipate," "estimate," "forecast," "expect," "believe," "should," "could," "plan," "may" or other similar words.

The Company makes forward-looking statements with full knowledge that risks and uncertainties exist that may cause actual results to differ materially from predicted results. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additionally, other risks that may cause actual results to differ from predicted results are set forth in Risk Factors and Cautionary Statements That May Affect Future Results.

The Company bases its forward-looking statements on management's beliefs and assumptions using information available at the time the statements are made. The Company cautions the reader not to place undue reliance on its forward-looking statements because the assumptions, beliefs, expectations and projections about future events may, and often do, differ materially from actual results. The Company undertakes no obligation to update any forward-looking statement to reflect developments occurring after the statement is made.

As of September 30, 2004, there have been no significant changes with regard to critical accounting policies and estimates as disclosed in MD&A in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. The policies disclosed included the accounting for: derivative contracts at fair value; long-lived asset impairment testing; asset retirement obligations and regulated operations.

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The Company adopted FIN 46R for its interests in VIEs that are not considered special purpose entities on March 31, 2004. FIN 46R addresses the identification and consolidation of VIEs, which are entities that are not controllable through voting interests or in which the VIEs' equity investors do not bear the residual economic risks and rewards. There was no impact on the Company's results of operations or financial position related to this adoption. See Note 3 to the Consolidated Financial Statements for further discussion.

• A lower contribution from regulated generation operations, primarily due to the elimination of fuel deferral accounting for the Virginia jurisdiction, which resulted in the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates, and comparably milder weather. These decreases were partially offset by a reduction in capacity expenses due to the termination of certain long-term power purchase contracts and an increase in regulated electric sales revenue as a result of customer growth; and
• A lower contribution from energy trading and risk management activities, resulting primarily from the effects of unfavorable price changes on electric trading margins, losses related to certain natural gas contracts held in connection with management of storage and transportation agreements and net losses associated with a portfolio of financial derivatives held by the Clearinghouse as economic hedges for a portion of Dominion's 2004 natural gas production, partially offset by favorable margins in coal trading.

The third quarter results were also impacted by the following specific items reported in the Corporate and Other segment:

• A $34 million ($21 million after-tax) benefit from the termination of a long-term power purchase contract.

• A $129 million ($80 million after-tax) charge associated with restoration activities related to Hurricane Isabel.

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Net income decreased 39% to $440 million for the nine months ended September 30, 2004, as compared to 2003, primarily reflecting:

• A lower contribution from regulated generation operations, primarily due to the elimination of fuel deferral accounting for the Virginia jurisdiction, which resulted in the recognition of fuel expenses in excess of amounts recovered in fixed fuel rates. The higher fuel costs were partially offset by a reduction in capacity expenses due to the termination of certain long-term power purchase contracts and an increase in regulated electric sales revenue due to customer growth and comparably favorable weather;
• A net loss from energy trading and risk management activities, resulting primarily from the effects of unfavorable price changes on electric trading margins, the transfer of certain wholesale electric contracts to a Dominion subsidiary in October 2003, comparatively lower price volatility on natural gas option positions, losses related to certain natural gas contracts held in connection with management of storage and transportation agreements and net losses associated with a portfolio of financial derivatives held by the Clearinghouse as economic hedges for a portion of Dominion's 2004 natural gas production, partially offset by favorable margins in coal trading; and
• A higher contribution from distribution operations, primarily resulting from customer growth, comparably favorable weather and an increase in regulated electric sales revenue due to lost revenue in September 2003 associated with outages related to Hurricane Isabel.

The nine-month results were also impacted by the following specific items reported in the Corporate and Other segment:

• A $34 million ($21 million after-tax) benefit from the termination of a long-term power purchase contract; and
• An $18 million ($11 million after-tax) benefit to adjust expenses accrued in 2003 associated with restoration activities related to Hurricane Isabel; partially offset by
• A $12 million ($7 million after-tax) charge related to an agreement to settle a class action lawsuit involving a dispute over the Company's rights to lease fiber-optic cable along a portion of its electric transmission corridor.

• A $129 million ($80 million after-tax) charge associated with restoration activities related to Hurricane Isabel; and
• An $8 million ($5 million after-tax) charge for severance costs associated with workforce reductions; partially offset by
• An $84 million net after-tax gain, representing the cumulative effect of changes in accounting principles, resulting from the adoption of two new accounting standards on January 1, 2003:

• $139 million after-tax gain (SFAS No. 143); and
• $55 million after-tax loss (EITF 02-3).

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Presented below are selected amounts related to the Company's results of operations: