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 EXHANGE ACT OF 1934


                For the quarterly period ended September 30, 2005

                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

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                         Commission file number 33-42125


                       CHUGACH ELECTRIC ASSOCIATION, INC.


                Incorporated pursuant to the Laws of Alaska State

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        Internal Revenue Service - Employer Identification No. 92-0014224

                    5601 Electron Drive, Anchorage, AK 99518
                                 (907) 563-7494

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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 in Rule 12b-2 of the Act)
Yes                        No X

Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date.

                  CLASS                  OUTSTANDING AT NOVEMBER 1, 2005

                  NONE                              NONE

<PAGE>







                                                                    Page Number
CAUTION REGARDING FORWARD-LOOKING STATEMENTS

PART I FINANCIAL INFORMATION

Item 1.       Financial Statements (Unaudited)                                2

              Balance Sheets, September 30, 2005 and December 31, 2004        3

              Statements of Revenues, Expenses and Patronage Capital, Three
              and Nine Months Ended September 30, 2005 and 2004               5

              Statements of Cash Flows, Nine Months Ended September 30, 2005
              and 2004                                                        6

              Notes to Financial Statements                                   7

Item 2.       Management's Discussion and Analysis of Results of Operations
              and Financial Condition                                        1 3

Item 3.       Quantitative and Qualitative Disclosures About Market Risk     2 2

Item 4.       Controls and Procedures                                        2 3

PART II OTHER INFORMATION

Item 1.       Legal Proceedings                                              2 4

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds    2 5

Item 3.       Defaults Upon Senior Securities                                2 5

Item 4.       Submission of Matters to a Vote of Security Holders            2 6

Item 5.       Other Information                                              2 6

Item 6.       Exhibits                                                       2 6

              Signatures                                                     2 7

              Exhibits                                                       2 8



<PAGE>



                 CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     Statements in this report that do not relate to historical facts, including
     statements relating to future plans, events or performance, are
     forward-looking statements that involve risks and uncertainties. Actual
     results, events or performance may differ materially. Readers are cautioned
     not to place undue reliance on these forward-looking statements, that speak
     only as of the date of this report and the accuracy of which is subject to
     inherent uncertainty. Chugach Electric Association, Inc. (Chugach)
     undertakes no obligation to publicly release any revisions to these
     forward-looking statements to reflect events or circumstances that may
     occur after the date of this report or the effect of those events or
     circumstances on any of the forward-looking statements contained in this
     report, except as required by law.

                          PART I FINANCIAL INFORMATION

     Item 1.  Financial Statements

     The unaudited financial statements and notes to financial statements of
     Chugach as of and for the quarter ended September 30, 2005, follow:

<PAGE>


                       CHUGACH ELECTRIC ASSOCIATION, INC.
                                 Balance Sheets
                                  (Unaudited)
<TABLE>
<CAPTION>

                                  Assets                                    September 30, 2005          December 31, 2004
                                  ------                                    ------------------          -----------------
<S>                                                                             <C>                       <C>
Utility Plant:
     Electric plant in service                                                  $763,067,771               $748,484,527

     Construction work in progress                                                28,569,286                 25,278,388
                                                                                ------------               ------------
          Total utility plant                                                    791,637,057                773,762,915

     Less accumulated depreciation                                              (325,994,605)              (305,932,001)
                                                                                -------------              ------------
          Net utility plant                                                      465,642,452                467,830,914

Other property and investments, at cost:
     Nonutility property                                                              24,461                     24,461

     Investments in associated organizations                                      11,768,053                 11,768,457
                                                                                ------------               ------------
          Total other property and investments                                    11,792,514                 11,792,918

Current assets:
     Cash and cash equivalents                                                     5,967,258                 10,465,004

     Special deposits                                                                216,191                    217,191

     Fuel cost under-recovery                                                        571,701                          0

     Accounts receivable, net                                                     20,240,848                 23,740,383

     Materials and supplies                                                       24,044,198                 23,691,509

     Prepayments                                                                   1,589,388                    805,670

     Other current assets                                                            287,845                    260,115
                                                                                ------------               ------------
          Total current assets                                                    52,917,429                 59,179,872

Deferred charges, net                                                             20,287,914                 20,550,883
                                                                                ------------               ------------

Total assets                                                                    $550,640,309               $559,354,587
                                                                                ============               ============
</TABLE>




<PAGE>
                       CHUGACH ELECTRIC ASSOCIATION, INC.
                                 Balance Sheets
                                   (Continued)
                                   (Unaudited)
<TABLE>
<CAPTION>

                      Liabilities and Equities                                September 30, 2005      December 31, 2004
                      ------------------------                                ------------------      -----------------
<S>                                                                           <C>                       <C>
Equities and margins:
     Memberships                                                                $1,238,663                $1,202,538

     Patronage capital                                                         134,742,201               130,750,269

     Other                                                                       7,068,372                 7,045,992
                                                                               -----------               -----------
          Total equities and margins                                           143,049,236               138,998,799

Long-term obligations, excluding current installments:
     2001 Series A Bond payable                                                150,000,000               150,000,000

     2002 Series A Bond payable                                                120,000,000               120,000,000

     2002 Series B Bond payable                                                 41,000,000                46,200,000

     National Bank for Cooperatives promissory notes payable                    54,032,099                47,157,786
                                                                               -----------               -----------
          Total long-term obligations                                          365,032,099               363,357,786

Current liabilities:
     Current installments of long-term obligations                               8,325,687                15,931,393

     Accounts payable                                                            5,041,954                 7,890,172

     Consumer deposits                                                           1,989,398                 1,947,511

     Fuel cost over-recovery                                                             0                 2,714,345

     Accrued interest                                                            2,014,161                 6,201,769

     Salaries, wages and benefits                                                6,271,727                 5,530,740

     Fuel                                                                       13,927,998                12,919,623

     Other current liabilities                                                   2,367,567                 1,416,400
                                                                               -----------               -----------
          Total current liabilities                                             39,938,492                54,551,953

Deferred credits                                                                 2,620,482                 2,446,049
                                                                               -----------               -----------

Total liabilities and equities                                                $550,640,309              $559,354,587
                                                                              ============              ============
<FN>

See accompanying notes to financial statements.
</FN>
</TABLE>

<PAGE>


                        CHUGACH ELECTRIC ASSOCIATION, INC.
              Statement of Revenues, Expenses and Patronage Capital
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                     Three months ended September 30      Nine months ended September 30
                                                           2005              2004               2005              2004
<S>                                                    <C>               <C>               <C>               <C>
Operating revenues                                      $54,323,791       $47,991,700       $161,850,226      $146,025,052

Operating expenses:

     Fuel                                                20,877,682        15,401,482         59,043,658        46,351,134

     Power production                                     3,799,930         4,544,688         10,213,754        11,365,200

     Purchased power                                      6,279,848         5,400,612         17,778,235        14,892,444

     Transmission                                         1,433,318         1,611,613          4,362,254         4,784,335

     Distribution                                         3,014,476         3,140,476          8,830,785         8,571,666

     Consumer accounts                                    1,487,133         1,442,945          4,034,971         4,138,208

     Administrative, general and other                    5,249,736         5,478,919         14,879,950        16,337,182

     Depreciation                                         7,624,509         6,757,489         21,907,024        20,889,807
                                                    ----------------  ----------------   ----------------  ----------------

          Total operating expenses                       49,766,632        43,778,224        141,050,631       127,329,976

Interest expense:

     On long-term obligations                             5,903,604         5,503,915         17,391,282        16,357,359

     On short-term obligations                               44,412                 0             46,649          (48,179)

     Charged to construction-credit                       (199,534)         (130,511)          (605,708)         (329,463)
                                                    ----------------  ----------------   ----------------  ----------------

          Net interest expense                            5,748,482         5,373,404         16,832,223        15,979,717
                                                    ----------------  ----------------   ----------------  ----------------

          Net operating margins                         (1,191,323)       (1,159,928)          3,967,372         2,715,359

Nonoperating margins:

     Interest income                                        155,968           126,456            411,946           320,483

     Capital credits, patronage dividends and other          40,395            19,242            108,494            61,938
                                                    ----------------  ----------------   ----------------  ----------------

          Total nonoperating margins                        196,363           145,698            520,440           382,421
                                                    ----------------  ----------------   ----------------  ----------------

          Assignable margins                              (994,960)       (1,014,230)          4,487,812         3,097,780
                                                    ================  ================   ================  ================

Patronage capital at beginning of period                136,091,073       130,453,423        130,750,269       126,341,413

Retirement of capital credits and estate payments         (353,912)                 0          (495,880)                 0
                                                    ----------------  ----------------   ----------------  ----------------

Patronage capital at end of period                     $134,742,201      $129,439,193       $134,742,201      $129,439,193
                                                    ================  ================   ================  ================

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>


<PAGE>


                       CHUGACH ELECTRIC ASSOCIATION, INC.
                             Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                           Nine months ended September 30
                                                                                               2005             2004
                                                                                               ----             ----
<S>                                                                                         <C>                <C>
Cash flows from operating activities:
          Assignable margins                                                                 $4,487,812         $3,097,780

Adjustments to reconcile assignable margins to net cash provided by operating
activities:
          Depreciation and amortization                                                      24,083,566         23,586,909
          Capitalized interest                                                                (713,201)          (382,496)
          Other                                                                                     404              2,539

     Changes in assets and liabilities:
       (Increase) decrease in assets:
          Accounts receivable                                                                 3,499,535            397,060
          Fuel cost under-recovery                                                            (571,701)          2,032,730
          Materials and supplies                                                              (352,689)        (1,553,823)
          Prepayments                                                                         (783,718)          (172,665)
          Other assets                                                                         (26,730)             70,494
          Deferred charges                                                                  (1,913,573)            171,250

       Increase (decrease) in liabilities:
          Accounts payable                                                                  (2,848,218)        (3,021,112)
          Provision for rate refund                                                                   0          (671,071)
          Consumer deposits                                                                      41,887             77,241
          Fuel cost over-recovery                                                           (2,714,345)            739,488
          Accrued interest                                                                  (4,187,608)        (4,262,769)
          Salaries, wages and benefits                                                          740,987            876,389
          Fuel                                                                                1,008,375          1,935,563
          Other liabilities                                                                     951,167            451,101
          Deferred credits                                                                     (52,866)        (1,829,255)
                                                                                             ----------        -----------
               Net cash provided by operating activities                                    $20,649,084        $21,545,353

Investing activities:
          Extension and replacement of plant                                               (19,005,361)       (17,695,126)
          Purchase of investments in associated organizations                                         0            (7,298)
                                                                                            -----------        -----------
               Net cash used in investing activities                                       (19,005,361)       (17,702,424)

Financing activities:
          Net transfer of restricted construction funds                                               0            488,846
          Repayments of long-term obligations                                               (5,931,393)        (5,545,000)
          Memberships and donations received                                                     58,505             15,342
          Retirement of patronage capital                                                     (495,880)                  0
          Net receipts of consumer advances for construction                                    227,299            865,067
                                                                                            -----------        -----------
               Net cash used in financing activities                                        (6,141,469)        (4,175,745)

Net changes in cash and cash equivalents                                                    (4,497,746)          (332,816)

Cash and cash equivalents at beginning of period                                            $10,465,004        $11,185,086

Cash and cash equivalents at end of period                                                   $5,967,258        $10,852,270
                                                                                            ===========        ===========

Supplemental disclosure of cash flow information - interest expense paid, excluding         $21,019,831        $20,242,486
  amounts capitalized
<FN>

See accompanying notes to financial statements.
</FN>
</TABLE>


<PAGE>


                       CHUGACH ELECTRIC ASSOCIATION, INC.
                          Notes to Financial Statements
                                   (Unaudited)

     1.  Presentation of Financial Information

     During interim periods, Chugach Electric Association, Inc. (Chugach)
     follows the accounting policies set forth in its audited financial
     statements included in Form 10-K filed with the Securities and Exchange
     Commission (SEC) unless otherwise noted. Users of interim financial
     information are encouraged to refer to the footnotes contained in Chugach's
     Form 10-K when reviewing interim financial results. The accompanying
     unaudited interim financial statements reflect all adjustments of normal
     and recurring nature, which are, in the opinion of management, necessary
     for a fair statement of the results for the interim periods presented.

     Certain reclassifications have been made to the 2004 financial statements
     to conform to the 2005 presentation.

     2.  Lines of credit

     Chugach had maintained a $20 million line of credit with CoBank, ACB
     (CoBank). On October 31, 2005, Chugach reduced the line of credit to $7.5
     million due to a decrease in short-term borrowing projections. The CoBank
     line of credit expires October 31, 2006, subject to annual renewal at the
     discretion of the parties. At September 30, 2005, there was no outstanding
     balance on this line of credit and it was not utilized during the third
     quarter of 2005. At September 30, 2005, the borrowing rate would have been
     5.35% and at December 31, 2004, the borrowing rate would have been 3.80%.
     In addition, Chugach has an annual line of credit of $50 million available
     at the National Rural Utilities Cooperative Finance Corporation (NRUCFC).
     At September 30, 2005, there was no outstanding balance on this line of
     credit and it was not utilized during the third quarter of 2005. At
     September 30, 2005, the borrowing rate would have been 5.70% and at
     December 31, 2004, the borrowing rate would have been 4.05%. The NRUCFC
     line of credit expires October 15, 2007.

     3.  Legal Proceedings

     Matanuska Electric Association, Inc., v. Chugach Electric Association,
     Inc., Superior Court Case No. 3AN-99-8152 Civil

     This action is a claim for a breach of the Power Sales Agreement between
     Chugach and Matanuska Electric Association, Inc. (MEA) for a 25-year period
     from 1989 through 2014. MEA asserted Chugach breached that contract by
     failing to provide information, by failing to properly manage Chugach's
     long-term debt, and by failing to bring Chugach's base rate action to a
     Joint Committee before presenting it to the Regulatory Commission of Alaska
     (RCA). All of MEA's claims were dismissed by the Superior Court. On April
     29, 2002, MEA appealed the Superior Court's decisions relating to Chugach's
     financial management and Chugach's failure to bring Chugach's base rate
     action to the Joint Committee before filing with the RCA to the Alaska
     Supreme Court. Chugach cross-appealed the Superior Court's decision not to
     dismiss the financial management claim on jurisdictional and res judicata
     grounds. The Alaska Supreme Court, on October 8, 2004, ruled in Chugach's
     favor supporting its right under the power sales agreement to file for
     interim rate relief without first going to the Joint Committee. The Supreme
     Court ruled against Chugach in its cross appeal. The Supreme Court also
     overturned the Superior Court's decision that dismissed MEA's claim asking
     for review of Chugach's use of rate locks instead of defeasing debt based
     on the Prudent Utility Practice standard under our power sales agreement.
     The Supreme Court remanded this issue to the Superior Court.

     On January 24, 2005, Chugach filed a summary judgment motion based on
     Chugach's claim that in the 2000 Test Year rate case the RCA had already
     decided the underlying issues relating to the prudency of Chugach's use of
     rate locks instead of defeasing debt. In its decision dated August 22,
     2005, the Superior Court granted Chugach's summary judgment motion,
     agreeing that the Commission reviewed the prudency of Chugach's financial
     management and specifically Chugach's use of the rate lock as a hedge
     against the risk of rising interest rates. The Court found that the
     Commission had exercised its primary jurisdiction, reviewed MEA's claims
     and held that Chugach's use of the rate lock mechanism to be reasonable and
     a recoverable expense from ratepayers.

     Once a final judgment has been entered, Chugach will seek recovery of its
     allowed costs and fees from MEA. MEA has indicated it will appeal the
     Superior Court's decision. The ultimate resolution of this matter is not
     currently determinable.

     Matanuska Electric Association, Inc. v. Chugach Electric Association, Inc.
     Superior Court Case No. 3AN-04-11776 Civil

     On October 12, 2004, MEA filed suit in Superior Court alleging a breach of
     the power sales agreement between the parties and violation of Chugach's
     bylaws in connection with allocation of margins (capital credits) to MEA
     for the years 1998 through 2003. Allocation of margins assigns a share of
     the margins earned in a particular year to each customer. Capital credits
     are repatriated to customers at the discretion of the board of directors
     typically many years after the margins are earned.

     The suit seeks a declaration by the Court that Chugach is in breach of its
     bylaws and the power sales agreement based on its allocation of capital
     credits to MEA as well as injunctive relief requiring Chugach to calculate
     MEA's capital credit allocations based on MEA's patronage and in accordance
     with generally accepted accounting practices for nonprofit cooperatives and
     cooperative principles. The suit also seeks damages in an unspecified
     amount to compensate MEA for the alleged breach of contract. The case is in
     the discovery phase but it is likely that the discovery deadlines as well
     as the trial date, now scheduled for a five-day trial to begin February 27,
     2006, will be rescheduled.

     Management is vigorously defending against the claim. The ultimate
     resolution of this matter is not currently determinable.

     Other

     Chugach received a demand letter from a third party offering a license to a
     patent and implying that the patent may be infringed by certain services
     provided by Chugach. The patent purportedly relates to intellectual
     property rights over a system for automated electronic bill presentment and
     payment. As of this date, no legal proceedings have been instituted against
     Chugach, but if the third party's patents are valid, enforceable and apply
     to our business, Chugach could be required to seek a license, discontinue
     certain activities or be subject to a claim for past infringement. Chugach
     is currently considering this matter, but lack sufficient information to
     assess the potential outcome at this time. The ultimate resolution of this
     matter is not currently determinable.

     Chugach has certain additional litigation matters and pending claims that
     arise in the ordinary course of our business. In the opinion of management,
     no individual matter or the matters in the aggregate are likely to have a
     material adverse effect on our results of operations, financial condition
     or liquidity.

     4.  Regulatory Matters

     Depreciation Rates Review Proceeding (Docket No. U-04-102)

     In 2004, Chugach implemented new depreciation rates based on an update of
     the Depreciation Study utilizing Electric Plant in Service balances as of
     December 31, 2002. The Depreciation Study resulted in a net impact on the
     2004 financial statements of approximately $255 thousand, which, in
     aggregate, was not material to the financial statements. The depreciation
     study was submitted to the RCA for approval on November 19, 2004 resulting
     in the RCA opening a docket to review the proposed new rates, however, the
     new rates were implemented and in effect for all of 2004. Chugach did not
     request a change in electric rates charged to customers based on the
     proposed revisions to depreciation rates.

     On March 9, 2005, the RCA ruled in Order No. 2 that depreciation rates may
     not be implemented without prior approval of the RCA. On August 8, 2005,
     Chugach filed a motion proposing an alternate implementation plan. On
     September 21, 2005, the RCA issued Order No. 8 denying our motion and
     granting a Motion filed by a wholesale customer of Chugach to Enforce Order
     No. 2. Order No. 8 required that Chugach adjust its underlying 2004
     financial records to reflect the results as if Chugach had not implemented
     unapproved rates but the order did not require us to restate our 2004
     annual report. Chugach revised its accounting records for 2005 by
     approximately $427 thousand to reflect the previously approved depreciation
     rates. Order No. 8 further indicated that the RCA would rule on the
     effective date for implementing the new depreciation rates currently under
     review in its final ruling in this docket. The RCA's final ruling may
     change the depreciation rates to be applied for all or portions of 2005.
     The RCA is expected to issue a final order in this docket in the fourth
     quarter of 2005. Chugach expects to make a final adjustment to 2005
     depreciation rates based upon a final order from the RCA on this matter.

     Management is uncertain of the outcome of the RCA depreciation study review
     process.

     5.  Critical Accounting Policies

     Chugach's accounting and reporting policies comply with accounting
     principles generally accepted in the United States of America (GAAP). The
     preparation of financial statements in conformity with GAAP requires that
     management apply accounting policies and make estimates and assumptions
     that affect results of operations and reported amounts of assets and
     liabilities in the financial statements. Critical accounting policies are
     those policies that management believes are the most important to the
     portrayal of Chugach's financial condition and results of its operations,
     and require management's most difficult, subjective, or complex judgments,
     often as a result of the need to make estimates about matters that are
     inherently uncertain. Most accounting policies are not considered by
     management to be critical accounting policies. Several factors are
     considered in determining whether or not a policy is critical in the
     preparation of financial statements. These factors include, among other
     things, whether the estimates are material to the financial statements, the
     nature of the estimates, the ability to readily validate the estimates with
     other information including third parties or available prices, and
     sensitivity of the estimates to changes in economic conditions and whether
     alternative accounting methods may be utilized under GAAP. For all of these
     policies management cautions that future events rarely develop exactly as
     forecast, and the best estimates routinely require adjustment. Management
     has discussed the development and the selection of critical accounting
     policies with the Chugach Audit Committee.

     The following policies are considered to be critical accounting policies
     for three and nine months ended September 30, 2005.

     Electric Utility Regulation

     Chugach is subject to regulation by the RCA. The RCA sets the rates Chugach
     is permitted to charge customers based on allowable costs. As a result,
     Chugach applies Financial Accounting Standards Board (FASB) Statement No.
     71, Accounting for the Effects of Certain Types of Regulation. Through the
     ratemaking process, the regulators may require the inclusion of costs or
     revenues in periods different than when they would be recognized by a
     non-regulated company. This treatment may result in the deferral of
     expenses and the recording of related regulatory assets based on
     anticipated future recovery through rates or the deferral of gains or
     creation of liabilities and the recording of related regulatory
     liabilities. The application of Statement No. 71 has a further effect on
     Chugach's financial statements as a result of the estimates of allowable
     costs used in the ratemaking process. These estimates may differ from those
     actually incurred by the Company; therefore, the accounting estimates
     inherent in specific costs such as depreciation and pension and
     post-retirement benefits have less of a direct impact on Chugach's results
     of operations than they would on a non-regulated company. Management
     reviews the ultimate recoverability of these regulatory assets and
     liabilities based on applicable regulatory guidelines. However, adverse
     legislation and judicial or regulatory actions could materially impact the
     amounts of such regulatory assets and liabilities and could adversely
     impact Chugach's financial statements.

     Financial Instruments and Hedging

     Chugach used U.S. Treasury forward rate lock agreements to hedge expected
     interest rates on the February 2002 debt re-financings. Chugach accounted
     for the agreements under Statement of Financial Accounting Standards (SFAS)
     133. For rate-making purposes, Chugach did not adjust rates for gains and
     losses prior to settlement, and the loss on settlement has been and will
     continue to be an adjustment to rates over the lives of the associated
     debt. This rate-making treatment was approved by the RCA in Order
     U-01-108(26). Accordingly, the unrealized net loss was not recorded and was
     treated as a regulatory asset upon settlement.

     Other

     Critical estimates also include provision for rate refunds and allowance
     for doubtful accounts. Actual results could differ from those estimates.

     6.  New Accounting Standards

     FASB Interpretation No. 47 (FIN 47) "Accounting for Conditional Asset
     Retirement Obligations"

     In March, 2005, the FASB issued FASB Interpretation No. 47, Accounting for
     Conditional Asset Retirement Obligations (FIN 47). FIN 47, effective for
     fiscal years ending after December 15, 2005, is an interpretation of FASB
     Statement No. 143, Accounting for Asset Retirement Obligations (Statement
     143). FIN 47 Interpretation clarifies that conditional obligations meet the
     definition of an asset-retirement obligation in Statement 143 and therefore
     should be recognized if their fair value is reasonably estimable. It also
     provides additional guidance to evaluate whether fair value is reasonably
     estimable. Chugach will evaluated the provisions of FIN 47 and implement
     the Interpretation effective December 31, 2005.

     SFAS 154 "Accounting Changes and Error Corrections"

     This statement replaces Accounting Principles Board (APB) Opinion No. 20,
     "Accounting Changes" and FASB Statement No. 3, "Reporting Changes in
     Interim Financial Statements," and establishes, unless impracticable,
     retrospective application as the required method for reporting a change in
     accounting principle in the absence of explicit transition requirements
     specific to the newly adopted accounting principle. It applies to all
     voluntary changes in accounting principle, and to changes required by an
     accounting pronouncement in the unusual instance that the pronouncement
     does not include specific transition provisions. When a pronouncement
     includes specific transition provisions, those provisions should be
     followed. This Statement is effective for accounting changes and
     corrections of errors made in fiscal years beginning after December 15,
     2005. Chugach will implement the Statement effective January 1, 2006.

     SFAS 153 "Exchanges of Nonmonetary Assets"

     This Statement addresses the measurement of exchanges of nonmonetary
     assets. It eliminates the exception from fair value measurement for
     nonmonetary exchanges of similar productive assets in APB Opinion No. 29,
     "Accounting for Nonmonetary Transactions," and replaces it with an
     exception for exchanges that do not have commercial substance. This
     Statement specifies that a nonmonetary exchange has commercial substance if
     the future cash flows of the entity are expected to change significantly as
     a result of the exchange. The provisions of this Statement are effective
     for nonmonetary asset exchanges occurring in fiscal periods beginning after
     June 15, 2005. Chugach implemented the statement effective July 1, 2005.

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

     Reference is made to the information contained under the caption "CAUTION
     REGARDING FORWARD-LOOKING STATEMENTS" at the beginning of this Report.

     Regulatory Matters

     Depreciation Rates Review Proceeding (Docket No. U-04-102)

     In 2004, Chugach implemented new depreciation rates based on an update of
     the Depreciation Study utilizing Electric Plant in Service balances as of
     December 31, 2002. The Depreciation Study resulted in a net impact on the
     2004 financial statements of approximately $255 thousand, which, in
     aggregate, was not material to the financial statements. The depreciation
     study was submitted to the RCA for approval on November 19, 2004 resulting
     in the RCA opening a docket to review the proposed new rates, however, the
     new rates were implemented and in effect for all of 2004. Chugach did not
     request a change in electric rates charged to customers based on the
     proposed revisions to depreciation rates.

     On March 9, 2005, the RCA ruled in Order No. 2 that depreciation rates may
     not be implemented without prior approval of the RCA. On August 8, 2005,
     Chugach filed a motion proposing an alternate implementation plan. On
     September 21, 2005, the RCA issued Order No. 8 denying our motion and
     granting a Motion filed by a wholesale customer of Chugach to Enforce Order
     No. 2. Order No. 8 required that Chugach adjust its underlying 2004
     financial records to reflect the results as if Chugach had not implemented
     unapproved rates but the order did not require us to restate our 2004
     annual report. Chugach revised its accounting records for 2005 by
     approximately $427 thousand to reflect the previously approved depreciation
     rates. Order No. 8 further indicated that the RCA would rule on the
     effective date for implementing the new depreciation rates currently under
     review in its final ruling in this docket. The RCA's final ruling may
     change the depreciation rates to be applied for all or portions of 2005.
     The RCA is expected to issue a final order in this docket in the fourth
     quarter of 2005. Chugach expects to make a final adjustment to 2005
     depreciation rates based upon a final order from the RCA on this matter.

     Management is uncertain of the outcome of the RCA depreciation study review
     process.

     Results Of Operations

     Current Year Quarter Versus Prior Year Quarter

     Assignable margins increased by $19.3 thousand for the quarter ended
     September 30, 2005, over the same quarter in 2004.

     Operating revenues, which include sales of electric energy to retail,
     wholesale and economy energy customers and other miscellaneous revenues,
     increased by $6.3 million, or 13.2%, for the quarter ended September 30,
     2005, over the same quarter in 2004. The increase in revenues was primarily
     due to an increase in revenue collected through the fuel surcharge
     mechanism due to higher fuel prices, as well as increased kWh sales to
     wholesale customers and an increase in economy energy sales to Golden
     Valley Electric Association (GVEA). With regard to retail sales, the
     Municipality of Anchorage, our primary service area, experienced average
     economic growth in the third quarter of 2005, compared to the same period
     in 2004, however, that was offset by a 1.5% increase in distribution line
     losses in 2005. With regard to wholesale revenues, actual sales increased
     due to increased job growth and continued state and federal spending, which
     generated additional economic activity. Based on the results of fixed and
     variable cost recovery established in Chugach's last rate case, wholesale
     sales to Matanuska Electric Association, Inc. (MEA), Homer Electric
     Association, Inc. (HEA) and Seward Electric System (SES) contributed
     approximately $5.6 and $5.5 million to Chugach's fixed costs for the
     quarter ended September 30, 2005 and 2004, respectively. The following
     table shows the base rate sales revenue and fuel and purchased power
     revenue by customer class that is included in revenue for the quarters
     ending September 30, 2005, and 2004.
<TABLE>
<CAPTION>

                            Base Rate Sales          Fuel and Purchased Power            Total Revenue
                                Revenue                      Revenue
                    2005       2004    % Variance   2005      2004    % Variance   2005      2004    % Variance
<S>                  <C>        <C>       <C>         <C>       <C>       <C>       <C>       <C>        <C>

Retail
Residential           $10.3      $10.5     (1.9%)      $5.0      $3.9      28.2%     $15.3     $14.4       6.3%
Small Commercial       $1.9       $1.9       0.0%      $1.0      $0.8      25.0%      $2.9      $2.7       7.4%
Large Commercial       $7.5       $7.5       0.0%      $5.7      $4.3      32.6%     $13.2     $11.8      11.9%
Lighting               $0.3       $0.3       0.0%      $0.0      $0.0       0.0%      $0.3      $0.3       0.0%
Total Retail*         $20.0      $20.2     (1.0%)     $11.7      $9.0      30.0%     $31.7     $29.2       8.6%

Wholesale
HEA                    $2.6       $2.6       0.0%      $5.2      $4.0      30.0%      $7.8      $6.6      18.2%
MEA                    $3.9       $3.8       2.6%      $6.0      $4.7      27.7%      $9.9      $8.5      16.5%
SES                    $0.3       $0.3       0.0%      $0.7      $0.5      40.0%      $1.0      $0.8      25.0%
Total Wholesale        $6.8       $6.7       1.5%     $11.9      $9.2      29.3%     $18.7     $15.9      17.6%

Economy Sales          $0.9       $0.7      28.6%      $2.1      $1.4        n/a      $3.0      $2.1      42.9%
Miscellaneous          $0.9       $0.8      12.5%      $0.0      $0.0        n/a      $0.9      $0.8      12.5%

Total Revenue         $28.6      $28.4       0.7%     $25.7     $19.6      31.1%     $54.3     $48.0      13.1%
</TABLE>


<PAGE>


     The following table summarizes kWh sales for the quarter ended September
30:

                                         2005                2004
                                         ----                ----
                  Customer               kWh                  kWh
        Retail                       281,179,408          281,952,976
        Wholesale                    297,906,849          287,864,611
        Economy Energy                61,124,910           49,464,608
                                      ----------           ----------
        Total                        640,211,167          619,282,192
                                   =============         ============

     Demand and energy rates charged to retail and HEA, MEA and SES did not
     change in the third quarter of 2005 compared to the third quarter of 2004.

     Fuel expense increased by $5.5 million, or 35.6%, for the quarter ended
     September 30, 2005, compared to the same period in 2004 due to an increase
     in kWh sales and to higher fuel prices. For the quarter ended September 30,
     2005, Chugach used 5,806,994 MCF of fuel at an average effective price of
     $3.60 per MCF, compared to 5,469,989 MCF of fuel used for the same period
     in 2004, at an average effective price of $2.82 per MCF. Fuel expense is
     collected through the fuel surcharge mechanism. Power production expense
     decreased $744.8 thousand, or 16.4%, for the same period due to less major
     maintenance performed in 2005 than in 2004. Purchased power also increased
     $879.2 thousand, or 16.3%, due to higher fuel prices and higher Bradley
     Lake purchased power payments, which the majority is also collected through
     the fuel surcharge mechanism. In the third quarter of 2005, Chugach
     purchased 157,289 MWH of energy at an average effective price of $.038 per
     kWh. For the same period in 2004, Chugach purchased 156,931 MWH of energy
     at an average effective price of $.033 per kWh. Transmission expense
     decreased by $178.3 thousand, or 11.1%, due primarily to a decrease in
     substation maintenance in the third quarter of 2005, compared to the third
     quarter of 2004. Administrative, general and other expense decreased by
     $229.2 thousand, or 4.2%, due to a decrease in labor caused by several
     vacant positions throughout the organization. Depreciation and amortization
     expense increased $867.0 thousand, or 12.8%, due to project close-outs, and
     the implementation of RCA Order No. 8, which adjusted depreciation rates to
     the approved 1999 study rates, resulting in an increase of approximately
     $427 thousand. Consumer accounts and distribution expense did not
     materially change for the three-month period ended September 30, 2005.

     Interest on long-term debt increased by $399.7 thousand, or 7.3%, due to
     higher interest rates on our 2002 Series B bonds and our CoBank promissory
     notes. The 2002 Series B bonds and three of our CoBank promissory notes are
     currently variable rate notes. The interest rate on our 2002 Series B bonds
     at September 30, 2005, was 3.65% compared to 1.75% at September 30, 2004.
     The CoBank promissory notes carried an interest rate of 5.35% at September
     30, 2005, compared to 3.12% at September 30, 2004. Interest charged to
     construction increased by $69.0 thousand in the third quarter of 2005
     compared to the same period in 2004 due to the continued construction of
     the South Anchorage Substation and the 138 kV International Generating
     Terminal (IGT) to South Anchorage Substation projects. Other interest
     expense increased by $44.4 thousand, or 100%, from the third quarter of
     2004 due to an adjustment in the third quarter of 2005 to interest
     associated with the provision for rate refunds.

     Other nonoperating margins increased $50.7 thousand, or 34.8%, for the
     three-month period ended September 30, 2005, compared to the same period in
     2004 due to an increase in interest income caused by higher interest rates
     and higher Allowance for Funds Used During Construction (AFUDC) due to the
     continued construction of the aforementioned projects.

     Current Year to Date Versus Prior Year to Date

     Assignable margins increased by $1.4 million in the first nine months of
     2005, over the same period in 2004.

     Operating revenues increased $15.8 million, or 10.8%, due to an increase in
     revenue collected through the fuel surcharge mechanism primarily due to
     higher fuel prices and an increase in sales to wholesale customers and an
     increase in economy energy sales to GVEA. With regard to retail sales, in
     the first nine months of 2005, Chugach experienced a decrease in kWh sales
     due to a mild winter, compared to the same period in 2004, as well as the
     impact of a 1.5% increase in distribution line losses in 2005. With regard
     to wholesale revenues, actual sales increased in the first nine months of
     2005 over the same period in 2004 due to the same economic activity in the
     aforementioned current year quarter versus prior year quarter discussion.
     Based on the results of fixed and variable cost recovery established in
     Chugach's last rate case, wholesale sales contributed approximately $17.8
     and $17.4 million to Chugach's fixed costs for the year ended September 30,
     2005 and 2004, respectively.



<PAGE>


     The following table shows the base rate sales revenue and fuel and
     purchased power revenue by customer class that is included in revenue at
     September 30, 2005, and 2004.
<TABLE>
<CAPTION>

                           Base Rate Sales           Fuel and Purchased Power               Total Revenue
                               Revenue                       Revenue
                     2005      2004    % Variance   2005      2004    % Variance    2005       2004     % Variance
<S>                   <C>       <C>       <C>        <C>       <C>        <C>        <C>         <C>         <C>

Retail
Residential            $34.0     $34.7     (2.0%)     $15.0     $12.6      19.0%      $49.0       $47.3       3.6%
Small Commercial        $6.0      $6.0       0.2%      $3.1      $2.6      19.2%       $9.1        $8.6       5.9%
Large Commercial       $21.5     $21.4       0.5%     $14.8     $12.0      23.3%      $36.3       $33.4       8.7%
Lighting                $1.0      $1.0       0.0%      $0.1      $0.1       0.0%       $1.1        $1.1       0.0%
Total Retail           $62.5     $63.1     (0.9%)     $33.0     $27.3      20.9%      $95.5       $90.4       5.7%

Wholesale
HEA                     $7.8      $7.6       2.6%     $13.4     $10.9      22.9%      $21.2       $18.5      14.6%
MEA                    $12.9     $12.4       4.0%     $17.2     $14.1      22.0%      $30.1       $26.5      13.6%
SES                     $0.8      $0.7      14.3%      $1.7      $1.4      21.4%       $2.5        $2.1      19.0%
Total Wholesale        $21.5     $20.7       3.9%     $32.3     $26.4      22.3%      $53.8       $47.1      14.2%

Economy Sales           $3.3      $2.2      50.0%      $7.1      $4.3        n/a      $10.4        $6.5      60.0%
Miscellaneous           $2.2      $2.0      10.0%      $0.0      $0.0        n/a       $2.2        $2.0      10.0%

Total Revenue          $89.5     $88.0       1.7%     $72.4     $58.0      24.8%     $161.9      $146.0      10.9%
</TABLE>

     The following table summarizes kWh sales for the nine months ended
     September 30:

                                          2005                  2004
                                          ----                  ----
                Customer                  kWh                    kWh
         Retail                        882,411,034           889,250,801
         Wholesale                     909,893,201           875,228,226
         Economy Energy                226,125,700           148,728,850
                                       -----------           -----------
         Total                       2,018,429,935         1,913,207,877
                                     =============         =============

     Fuel expense increased by $12.7 million, or 27.4%, for the first nine
     months of 2005, compared to the same period in 2004 due to an increase in
     consumption and to higher fuel prices. In the first nine months of 2005,
     Chugach used 17,569,823 MCF of fuel at an average effective price of $3.36
     per MCF, compared to 16,340,521 MCF of fuel used for the same period in
     2004, at an average effective price of $2.84 per MCF. Fuel expense is
     collected through the fuel surcharge mechanism. Power production expense
     decreased by $1.2 million, or 10.1%, due to several projects starting later
     in the year than in 2004. In addition, the scope of several of the projects
     changed and resulted in cost savings. Purchased power expense increased by
     $2.9 million, or 19.4%, due to higher fuel prices and higher Bradley Lake
     purchased power payments, which is also collected through the fuel
     surcharge mechanism. In the first nine months of 2005, Chugach purchased
     434,533 MWH of energy at an average effective price of $.039 per kWh. For
     the same period in 2004, Chugach purchased 436,716 MWH of energy at an
     average effective price of $.032 per kWh. Transmission expense decreased
     $422.1 thousand, or 8.8%, due to maintenance projects that were unexpected
     in 2004, that did not occur in 2005. Distribution expense increased $259.1
     thousand, or 3.0%, due primarily to an increase in labor and professional
     services related to outages due to windstorms in 2005 compared to 2004.
     Administrative, general and other expense decreased by $1.5 million, or
     8.9%, caused by a $358.1 thousand decrease due to fully amortized software
     and lower information services support on administrative and general
     projects, a $206.6 thousand decrease in corporate planning, corporate
     services and power production professional services and a $347.7 thousand
     decrease in labor due to several vacant positions. The decrease was also
     due to a $236.3 thousand decrease in the allocation of property insurance
     and a $101.7 thousand decrease in headquarters operations expense due to a
     decrease in copier maintenance expense. Depreciation and amortization
     expense increased $1.0 million, or 4.9%, due to several project close-outs,
     as well as the implementation of RCA Order No. 8, which adjusted
     depreciation expense by approximately $427 thousand to reflect the approved
     1999 study rates. Consumer accounts expense did not materially change for
     the nine-month period ended September 30, 2005, compared to the same period
     in 2004.

     Interest on long-term debt increased by $1.0 million, or 6.3%, due to
     higher interest rates on our 2002 Series B bonds and our CoBank promissory
     notes. The 2002 Series B bonds and three of our CoBank promissory notes are
     currently variable rate notes. The interest rate on our 2002 Series B bonds
     at September 30, 2005, was 3.65% compared to 1.75% at September 30, 2004.
     The CoBank promissory notes carried an interest rate of 5.35% at September
     30, 2005, compared to 3.12% at September 30, 2004. Interest charged to
     construction increased by $276.2 thousand, or 83.8%, in the first nine
     months of 2005 compared to the same period in 2004, due to the continued
     construction of the South Anchorage Substation and the 138 kV International
     Generating Terminal (IGT) to South Anchorage Substation projects. Other
     interest expense increased by $94.8 thousand, or 196.8%, during the same
     period in 2005 compared to the same period in 2004, due to adjustments in
     2004 and 2005 to interest associated with provision for rate refunds.

     Other non-operating margins increased by $138.0 thousand, or 36.1%, for the
     nine-month period ended September 30, 2005, compared to the same period in
     2004, due to an increase in interest income caused by higher interest rates
     and higher AFUDC due to the continued construction of the aforementioned
     transmission projects.

     Financial Condition

     Total assets decreased $8.7 million, or 1.6%, from December 31, 2004, to
     September 30, 2005. The decrease was due to a $2.2 million, or 0.5%,
     decrease in net plant. This was due to depreciation expense, which was
     offset by an increase in electric plant in service caused by the closeout
     of several projects such as the Beluga Unit 5 hot gas path inspection, the
     138 kV International Generating Terminal (IGT) to South Anchorage
     Substation, the Glacier Creek 115kV project and the Thomson Industrial
     subdivision project. Construction work in progress also increased caused by
     the continued construction of the South Anchorage Substation. Cash and cash
     equivalents decreased $4.5 million, or 43.0%, caused by the semi-annual
     interest payments on the 2001 and 2002 Series A Bonds in the third quarter
     of 2005. Accounts receivable decreased $3.5 million due to a decrease in
     state billings at September 30, 2005, compared to December 31, 2004, and
     due to less energy sold at September 30, 2005, compared to December 31,
     2004. Deferred charges decreased $263.0 thousand, or 1.3%, due to the
     amortization of deferred projects in excess of additions to the Cooper Lake
     Relicensing project.

     The decrease was offset by a $783.7 thousand, or 97.3%, increase in
     prepayments caused by the annual renewal of Chugach's property insurance in
     September of 2005 and a $571.7 thousand, or 100%, increase in fuel cost
     recovery caused by the under-collection of the previous quarters fuel cost
     through the fuel surcharge mechanism. The decrease was also offset by a
     $352.7 thousand, or 1.5%, increase in materials and supplies.

     Notable changes to total liabilities and equities include a $7.6 million,
     or 47.7%, decrease in current installments of long-term debt due to the
     reclassification to long-term debt of the CoBank 2 promissory note, which
     was refinanced on August 31, 2005. Fuel cost over-recovery decreased $2.7
     million, or 100.0%, due to the collection of the previous quarter's fuel
     and purchased power cost through the fuel surcharge mechanism. Accounts
     payable decreased $2.8 million, or 36.1%, due to the timing and scope of
     work several project as well as cost cutting measures in place in 2005 and
     a one-time expense accrued at December 31, 2004. Accrued interest decreased
     $4.2 million, or 67.5%, due to the semi-annual interest payment on the 2001
     and 2002 Series A Bonds in the third quarter of 2005.

     The decrease was offset by a $1.7 million, or 0.5%, increase in long-term
     obligations caused by the reclassification of the CoBank 2 promissory note,
     which was refinanced on August 31, 2005. The decrease was also offset by a
     $4.1 million, or 2.9%, increase in patronage capital due to the margins
     generated in the first three quarters of 2005, as well as a $741.0
     thousand, or 13.4%, increase in salaries, wages and benefits caused
     primarily by an increase in benefit expense. Fuel payable increased $1.0
     million, or 7.8%, caused by higher fuel prices and other current
     liabilities increased $951.2 thousand, or 67.2% caused by a state and
     municipal underground compliance charge on retail revenue that was
     implemented June 1, 2005.



<PAGE>


     Liquidity and Capital Resources

     Chugach has satisfied its operational and capital cash requirements
     primarily through internally-generated funds, an annual line of credit with
     CoBank which expires October 31, 2006, subject to annual renewal at the
     discretion of the parties and a $50 million line of credit from NRUCFC
     which expires October 15, 2007. On October 31, 2005, Chugach reduced the
     line of credit with CoBank from $20 million to $7.5 million due to a
     decrease in short-term borrowing projections. At September 30, 2005, there
     was no outstanding balance with NRUCFC or CoBank and neither line of credit
     was utilized during the third quarter of 2005.

     Chugach also has a term loan facility with CoBank. Loans made under this
     facility are evidenced by promissory notes governed by the Master Loan
     Agreement, which became effective on January 22, 2003. At September 30,
     2005, Chugach had the following promissory notes outstanding under this
     facility:
<TABLE>
<CAPTION>

                                                     Interest rate at                            Principal Payment
    Promissory Note         Principal balance       September 30, 2005        Maturity Date             Dates
    ---------------         -----------------       ------------------        -------------             -----
<S>     <C>                   <C>                          <C>                     <C>               <C>


        CoBank 2               $10,000,000                 5.50%                   2010              2005 - 2010
        CoBank 3               $20,142,053                 5.35%                   2022              2003 - 2022
        CoBank 4               $22,015,733                 5.35%                   2022              2003 - 2022
        CoBank 5               $5,000,000                  5.35%                   2007                 2007

         Total                 $57,157,786
</TABLE>

     On August 31, 2005, Chugach refinanced its $10 million promissory note with
     CoBank. The new $10 million, 5.50% fixed rate promissory note will mature
     September 20, 2010 and contains consecutive monthly installment payments
     commencing October 20, 2005.

     On January 22, 2003, Chugach and CoBank finalized a new Master Loan
     Agreement pursuant to which the CoBank term loan facility was converted
     from secured to unsecured debt and the obligations represented by the
     outstanding bonds then held by CoBank were converted into promissory notes
     governed by the new Master Loan Agreement. Chugach's mortgage indenture was
     replaced in its entirety by an Amended and Restated Indenture dated April
     1, 2001. All liens and security interests imposed under the indenture were
     terminated and all outstanding Chugach bonds (including new bonds of 2001
     Series A, 2002 Series A and 2002 Series B) became unsecured obligations
     governed by the terms of the Amended and Restated Indenture.

     Capital construction in 2005 is estimated at $29.7 million. At September
     30, 2005, approximately $19.0 million had been expended. Capital
     improvement expenditures are expected to continue in the fourth quarter of
     2005 as some construction projects are still in progress.

     Chugach management continues to expect that cash flows from operations and
     external funding sources will be sufficient to cover operational and
     capital funding requirements in 2005 and thereafter.

     Outlook

     Effective January 31, 2005, Chugach reorganized its operations into more
     distinct business units - Office of the Chief Executive Officer (CEO),
     Generation and Transmission (G&T) Division, Distribution Division and
     Corporate Services Division. This reorganization was accomplished to more
     fully recognize the diversity of Chugach operations and clearly determine
     the financial and operational performance of each unit.

     The Office of the Chief Executive Officer is responsible for all corporate
     level activities including board of director functions, human resources,
     risk management, legal matters, labor relations and employee relations,
     legislative affairs and all financing activities Chugach may undertake. The
     CEO's direct staff is the Chief Financial Officer, Vice President, Human
     Resources, General Counsel and Government and External Affairs Manager. The
     General Managers of the G&T Division, Distribution Division and Corporate
     Services Division also report to the CEO.

     G&T operations include all power supply functions, transmission functions,
     system control and administrative requirements associated with generation
     and transmission. The G&T sector is led by Bradley Evans, General Manager.

     Distribution functions include consumer services, public relations,
     distribution engineering, line operation and maintenance and consumer
     information and services areas. The Distribution area is led by Lee
     Thibert, General Manager.

     Corporate Services is comprised of Administrative Services (Environmental
     Engineering and Hazardous Materials, Fleet Services, Contracting, Safety,
     Security, and Purchasing), Information Services, Regulatory Affairs and
     Accounting. It is responsible for providing services to all divisions of
     Chugach. Corporate Services is led by William Stewart, General Manager,
     Corporate Services Division.
     On September 2, 2005, Joe Griffith resigned from his position of CEO.
     Effective September 3, 2005, William R. Stewart, General Manager, Corporate
     Services Division was appointed interim CEO. Mr. Stewart has over 36 years
     of electric utility experience at Chugach.


<PAGE>


     Environmental Matters

     Compliance with Environmental Standards

     Chugach's operations are subject to certain federal, state and local
     environmental laws. The costs associated with environmental compliance are
     included as a component of both the operating and capital budget processes.
     Chugach accrues for costs associated with environmental remediation
     obligations when such costs are probable and reasonably estimable.

     Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Chugach is exposed to a variety of risks, including changes in interest
     rates and changes in commodity prices due to repricing mechanisms inherent
     in gas supply contracts. In the normal course of business, Chugach manages
     exposure to these risks as described below. Chugach does not engage in
     trading market risk-sensitive instruments for speculative purposes.

     Interest Rate Risk

     The following table provides information regarding auction dates and rates
     in 2005 on the 2002 Series B bonds. The maximum rate on the 2002 Series B
     bonds is 15%.

                       Auction Date                   Interest Rate

                     January 26, 2005                     2.50%
                    February 23, 2005                     2.62%
                      March 23, 2005                      3.00%
                      April 20, 2005                      3.05%
                       May 18, 2005                       3.09%
                      June 15, 2005                       3.22%
                      July 13, 2005                       3.38%
                     August 10, 2005                      3.56%
                    September 7, 2005                     3.65%
                     October 5, 2005                      3.74%
                     November 2, 2005                     4.04%

     Chugach is exposed to market risk from changes in interest rates. A 100
     basis-point change (up or down) would increase or decrease our interest
     expense by approximately $933,578 based on $93,357,786 of variable rate
     debt outstanding at September 30, 2005.



<PAGE>


     The following table provides information regarding principal payments on
     total debt by maturity date (dollars in thousands) as of September 30,
     2005.

<TABLE>
<CAPTION>
                                                                                                              Fair
Total Debt*                  2005      2006      2007       2008      2009      Thereafter       Total       Value
-----------                  ----      ----      ----       ----      ----      ----------       -----       -----
<S>                          <C>       <C>       <C>        <C>        <C>         <C>           <C>         <C>


Fixed rate debt                $500    $2,000     $2,000    $2,000     $2,000       $271,500     $280,000    $300,802

Average
interest rate                 5.50%     5.50%      5.50%     5.50%      5.50%          6.36%        6.18%

Variable rate debt               $0    $6,326    $11,729    $7,241     $7,763        $60,299      $93,358     $93,358

Average
interest rate                     -     4.32%      4.85%     4.32%      4.32%          4.98%        4.81%

     *   Includes current portion
</TABLE>

     Commodity Price Risk

     Chugach's gas contracts provide for adjustments to gas costs based on
     fluctuations of certain commodity prices and indices. Because fuel and
     purchased power costs are passed directly to wholesale and retail customers
     through a fuel surcharge rate, fluctuations in the price paid for gas
     pursuant to long-term gas supply contracts do not normally impact margins.
     The fuel surcharge mechanism mitigates the commodity price risk of market
     fluctuations in the price of fuel and purchased power.

     Item 4. Controls and Procedures

     As of the end of the period covered by this report, Chugach evaluated the
     effectiveness of the design and operation of our disclosure controls and
     procedures. Our principal executive officer (CEO) and principal financial
     officer (CFO) supervised and participated in this evaluation. Based on this
     evaluation, our CEO and CFO each concluded that our disclosure controls and
     procedures are effective and timely in alerting them to material
     information required to be included in our periodic reports to the
     Securities and Exchange Commission. The design of any system of controls is
     based in part upon various assumptions about the likelihood of future
     events and there can be no assurance that any of our plans, products,
     services or procedures will succeed in achieving their intended goals under
     future conditions. In addition, there were no changes in our internal
     controls during the last fiscal quarter that materially affected, or are
     reasonable likely to materially affect, our internal controls over
     financial reporting.

     Chugach is in the process of implementing the requirements of Section 404
     of the Sarbanes-Oxley Act of 2002, which requires our management to assess
     the effectiveness of our internal controls over financial reporting and
     include an assertion in our annual report as to the effectiveness of our
     controls. Subsequently, our independent registered public accounting firm,
     KPMG LLP, will be required to attest to whether our assessment of the
     effectiveness of our internal controls over financial reporting is fairly
     stated in all material respects and separately report on whether it
     believes Chugach maintained, in all material respects, effective internal
     controls over financial reporting as of December 31, 2007, as Chugach is
     considered a non-accelerated filer under Section 404 of the Sarbanes-Oxley
     Act of 2002. Chugach is in the process of performing the system and process
     documentation, evaluation and testing required for management to make this
     assessment and for KPMG LLP to provide its attestation report. This process
     will continue to require significant amounts of management time and
     resources. In the course of evaluation and testing, management may identify
     deficiencies that will need to be addressed and remediated.

                            PART II OTHER INFORMATION

     Item 1. Legal Proceedings

     Matanuska Electric Association, Inc., v. Chugach Electric Association,
     Inc., Superior Court Case No. 3AN-99-8152 Civil

     This action is a claim for a breach of the Power Sales Agreement between
     Chugach and Matanuska Electric Association, Inc. (MEA) for a 25-year period
     from 1989 through 2014. MEA asserted Chugach breached that contract by
     failing to provide information, by failing to properly manage Chugach's
     long-term debt, and by failing to bring Chugach's base rate action to a
     Joint Committee before presenting it to the Regulatory Commission of Alaska
     (RCA). All of MEA's claims were dismissed by the Superior Court. On April
     29, 2002, MEA appealed the Superior Court's decisions relating to Chugach's
     financial management and Chugach's failure to bring Chugach's base rate
     action to the Joint Committee before filing with the RCA to the Alaska
     Supreme Court. Chugach cross-appealed the Superior Court's decision not to
     dismiss the financial management claim on jurisdictional and res judicata
     grounds. The Alaska Supreme Court, on October 8, 2004, ruled in Chugach's
     favor supporting its right under the power sales agreement to file for
     interim rate relief without first going to the Joint Committee. The Supreme
     Court ruled against Chugach in its cross appeal. The Supreme Court also
     overturned the Superior Court's decision that dismissed MEA's claim asking
     for review of Chugach's use of rate locks instead of defeasing debt based
     on the Prudent Utility Practice standard under our power sales agreement.
     The Supreme Court remanded this issue to the Superior Court.

     On January 24, 2005, Chugach filed a summary judgment motion based on
     Chugach's claim that in the 2000 Test Year rate case the RCA had already
     decided the underlying issues relating to the prudency of Chugach's use of
     rate locks instead of defeasing debt. In its decision dated August 22,
     2005, the Superior Court granted Chugach's summary judgment motion,
     agreeing that the Commission reviewed the prudency of Chugach's financial
     management and specifically Chugach's use of the rate lock as a hedge
     against the risk of rising interest rates. The Court found that the
     Commission had exercised its primary jurisdiction, reviewed MEA's claims
     and held that Chugach's use of the rate lock mechanism to be reasonable and
     a recoverable expense from ratepayers.

     Once a final judgment has been entered, Chugach will seek recovery of its
     allowed costs and fees from MEA. MEA has indicated it will appeal the
     Superior Court's decision. The ultimate resolution of this matter is not
     currently determinable.

     Matanuska Electric Association, Inc. v. Chugach Electric Association, Inc.
     Superior Court Case No. 3AN-04-11776 Civil

     On October 12, 2004, MEA filed suit in Superior Court alleging a breach of
     the power sales agreement between the parties and violation of Chugach's
     bylaws in connection with allocation of margins (capital credits) to MEA
     for the years 1998 through 2003. Allocation of margins assigns a share of
     the margins earned in a particular year to each customer. Capital credits
     are repatriated to customers at the discretion of the board of directors
     typically many years after the margins are earned.

     The suit seeks a declaration by the Court that Chugach is in breach of its
     bylaws and the power sales agreement based on its allocation of capital
     credits to MEA as well as injunctive relief requiring Chugach to calculate
     MEA's capital credit allocations based on MEA's patronage and in accordance
     with generally accepted accounting practices for nonprofit cooperatives and
     cooperative principles. The suit also seeks damages in an unspecified
     amount to compensate MEA for the alleged breach of contract. The case is in
     the discovery phase but it is likely that the discovery deadlines as well
     as the trial date, now scheduled for a five-day trial to begin February 27,
     2006, will be rescheduled.

     Management is vigorously defending against the claim. The ultimate
     resolution of this matter is not currently determinable.

     Other

     Chugach received a demand letter from a third party offering a license to a
     patent and implying that the patent may be infringed by certain services
     provided by Chugach. The patent purportedly relates to intellectual
     property rights over a system for automated electronic bill presentment and
     payment. As of this date, no legal proceedings have been instituted against
     Chugach, but if the third party's patents are valid, enforceable and apply
     to our business, Chugach could be required to seek a license, discontinue
     certain activities or be subject to a claim for past infringement. Chugach
     is currently considering this matter, but lack sufficient information to
     assess the potential outcome at this time. The ultimate resolution of this
     matter is not currently determinable.

     Chugach has certain additional litigation matters and pending claims that
     arise in the ordinary course of our business. In the opinion of management,
     no individual matter or the matters in the aggregate are likely to have a
     material adverse effect on our results of operations, financial condition
     or liquidity.

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     Not applicable

     Item 3. Defaults Upon Senior Securities

     Not applicable

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

     Not applicable

     Item 5. Other Information

     On September 7, 2005, the Board of Directors voted to appoint Alan
     Christopherson as Chairman of the Board.

     Item 6. Exhibits

     Exhibits:

                  Certification of Principal Executive Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

                  Certification of Principal Financial Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

                  Certification of Principal Executive Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

                  Certification of Principal Financial Officer pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

                  Promissory Note and Supplement between the Registrant and
                  CoBank, ACB dated August 24, 2005





<PAGE>


                                Signatures

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



                                         CHUGACH ELECTRIC ASSOCIATION, INC.


                                         By: /s/ William R. Stewart

                                                 William R. Stewart
                                                 Interim Chief Executive Officer

                                         Date:   November 14, 2005


                                         By: /s/ Michael R. Cunningham

                                                 Michael R. Cunningham
                                                 Chief Financial Officer

                                         Date:   November 14, 2005




<PAGE>


                                            EXHIBITS

     Listed below are the exhibits, which are filed as part of this Report:
<TABLE>
<CAPTION>

              Exhibit Number                                       Description
<S>                <C>                 <C>

                   31.1                Certification of Principal Executive Officer pursuant to Section
                                       302 of the Sarbanes-Oxley Act of 2002

                   31.2                Certification of Principal Financial Officer pursuant to Section
                                       302 of the Sarbanes-Oxley Act of 2002

                   32.1                Certification of Principal Executive Officer pursuant to Section
                                       906 of the Sarbanes-Oxley Act of 2002

                   32.2                Certification of Principal Financial Officer pursuant to Section
                                       906 of the Sarbanes-Oxley Act of 2002

                  10.45.4              Promissory Note and Supplement between the Registrant and CoBank,
                                       ACB dated August 24, 2005
</TABLE>