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 June 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 AUGUST 1, 2005

               NONE                                  NONE

<PAGE>







                                                                     Page Number
CAUTION REGARDING FORWARD-LOOKING STATEMENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)                                       2

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

        Statements of Revenues, Expenses and Patronage Capital, Three and
        Six Months Ended June 30, 2005 and 2004                                5

        Statements of Cash Flows, Six Months Ended June 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 1

Item 3. Quantitative and Qualitative Disclosures About Market Risk           1 8

Item 4. Controls and Procedures                                              2 0

PART II OTHER INFORMATION

Item 1. Legal Proceedings                                                    2 0

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

Item 3. Defaults Upon Senior Securities                                      2 2

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

Item 5. Other Information                                                    2 2

Item 6. Exhibits                                                             2 3

        Signatures                                                           2 4

        Exhibits                                                             2 5



<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 June 30, 2005, follow:

<PAGE>




                       CHUGACH ELECTRIC ASSOCIATION, INC.
                                 Balance Sheets
                                   (Unaudited)


<TABLE>
<CAPTION>

                             Assets                                            June 30, 2005          December 31, 2004
                             ------                                            -------------          -----------------
<S>                                                                           <C>                     <C>
Utility plant:

     Electric plant in service                                                 $ 754,494,167           $ 748,484,527

     Construction work in progress                                                29,994,000              25,278,388
                                                                                  ----------              ----------
         Total utility plant                                                     784,488,167             773,762,915

     Less accumulated depreciation                                             (318,837,418)           (305,932,001)
                                                                               -------------           -------------
         Net utility plant                                                       465,650,749             467,830,914

Other property and investments, at cost:

     Nonutility property                                                              24,461                  24,461

     Investments in associated organizations                                      11,769,054              11,768,457
                                                                                  ----------              ----------
         Total other property and investments                                     11,793,515              11,792,918

Current assets:

     Cash and cash equivalents                                                    14,583,902              10,465,004

     Special deposits                                                                217,191                 217,191

     Accounts receivable, net                                                     19,735,142              23,740,383

     Materials and supplies                                                       23,800,836              23,691,509

     Prepayments                                                                   1,041,900                 805,670

     Other current assets                                                            184,412                 260,115
                                                                                     -------                 -------
         Total current assets                                                     59,563,383              59,179,872

Deferred charges, net                                                             20,269,404              20,550,883
                                                                                  ----------              ----------

Total assets                                                                   $ 557,277,051           $ 559,354,587
                                                                               =============           =============
</TABLE>




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

<TABLE>
<CAPTION>


                       Liabilities and Equities                                 June 30, 2005        December 31, 2004
                       ------------------------                                 -------------        -----------------
<S>                                                                            <C>                     <C>

Equities and margins:

     Memberships                                                                 $ 1,224,068             $ 1,202,538

     Patronage capital                                                           136,091,073             130,750,269

     Other                                                                         7,022,341               7,045,992
                                                                                   ---------               ---------
         Total equities and margins                                              144,337,482             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                      46,032,099              47,157,786
                                                                                  ----------              ----------
         Total long-term obligations                                             357,032,099             363,357,786

Current liabilities:

     Current installments of long-term obligations                                16,325,687              15,931,393

     Accounts payable                                                              6,448,730               7,890,172

     Consumer deposits                                                             1,950,438               1,947,511

     Fuel cost over-recovery                                                       1,580,160               2,714,345

     Accrued interest                                                              6,288,500               6,201,769

     Salaries, wages and benefits                                                  5,967,232               5,530,740

     Fuel                                                                         13,382,509              12,919,623

     Other current liabilities                                                     1,604,064               1,416,400
                                                                                   ---------               ---------
         Total current liabilities                                                53,547,320              54,551,953

     Deferred credits                                                              2,360,150               2,446,049
                                                                                   ---------               ---------

      Total liabilities and equities                                           $ 557,277,051           $ 559,354,587
                                                                               =============           =============
<FN>

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

<PAGE>




                       CHUGACH ELECTRIC ASSOCIATION, INC.
             Statements of Revenues, Expenses and Patronage Capital
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              Three months ended June 30           Six months ended June 30
                                                                 2005              2004             2005              2004
                                                                 ----              ----             ----              ----
<S>                                                        <C>               <C>               <C>               <C>

Operating revenues                                           $50,314,401       $46,388,411     $107,526,435       $98,033,352

Operating expenses:
     Fuel                                                     17,673,953        14,560,068       38,165,976        30,949,650

     Power production                                          2,971,044         3,378,311        6,413,824         6,820,512

     Purchased power                                           6,222,465         5,538,343       11,498,387         9,491,833

     Transmission                                              1,326,796         1,432,161        2,928,936         3,172,722

     Distribution                                              2,996,705         2,852,655        5,816,310         5,431,190

     Consumer accounts                                         1,192,447         1,267,904        2,547,838         2,695,263

     Administrative, general and other                         4,764,653         5,325,992        9,630,214        10,858,262

     Depreciation                                              7,160,655         7,085,627       14,282,515        14,132,319
                                                               ---------         ---------       ----------        ----------

         Total operating expenses                             44,308,718        41,441,061       91,284,000        83,551,751

Interest expense:
     On long-term obligations                                  5,811,992         5,411,791       11,487,678        10,853,444

     On short-term obligations                                         0          (48,179)            2,237          (48,179)

     Charged to construction-credit                            (214,456)         (109,520)        (406,174)         (198,952)
                                                               ---------         ---------        ---------         ---------

         Net interest expense                                  5,597,536         5,254,092       11,083,741        10,606,313
                                                               ---------         ---------       ----------        ----------

         Net operating margins                                   408,147         (306,742)        5,158,694         3,875,288

Nonoperating margins:
     Interest income                                             134,284           104,993          255,978           194,026

     Capital credits, patronage dividends and other               32,658            17,795           68,099            42,696
                                                                  ------            ------           ------            ------

         Total nonoperating margins                              166,942           122,788          324,077           236,722
                                                                 -------           -------          -------           -------

         Assignable margins                                      575,089         (183,954)        5,482,771         4,112,010
                                                                 =======         =========        =========         =========

Patronage capital at beginning of period                     135,553,458       130,637,377      130,750,269       126,341,413

Retirement of capital credits and estate payments               (37,474)               (0)        (141,967)               (0)
                                                                --------               ---        ---------               ---

Patronage capital at end of period                         $ 136,091,073     $ 130,453,423     $136,091,073      $130,453,423
                                                           =============     =============     ============      ============
<FN>

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


<PAGE>
                       CHUGACH ELECTRIC ASSOCIATION, INC.
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                              Six months ended June 30
                                                                                                2005             2004
                                                                                                ----             ----
<S>                                                                                        <C>               <C>

Cash flows from operating activities:
         Assignable margins                                                                  $5,482,771       $4,112,010

Adjustments to reconcile assignable margins to net cash provided by
operating activities:
         Depreciation and amortization                                                       15,328,628       15,929,027
         Capitalization of interest                                                           (479,000)        (231,159)
         Other                                                                                    (597)             (30)

         Changes in assets and liabilities:
       (Increase) decrease in assets:
         Accounts receivable                                                                  4,005,241        1,642,824
         Fuel cost under-recovery                                                                     0        2,032,730
         Materials and supplies                                                               (109,327)      (2,692,513)
         Prepayments                                                                          (236,230)          331,879
         Other assets                                                                            75,703           11,239
         Deferred charges                                                                     (764,634)      (1,873,975)

       Increase (decrease) in liabilities:
         Accounts payable                                                                   (1,441,442)      (3,343,926)
         Provision for rate refund                                                                    0        (671,071)
         Consumer deposits                                                                        2,927           65,254
         Fuel cost over-recovery                                                            (1,134,185)          874,034
         Accrued interest                                                                        86,731            8,042
                  Salaries, wages and benefits                                                  436,492          434,121
         Fuel                                                                                   462,886        1,049,559
         Other liabilities                                                                      187,664           52,042
         Deferred credits                                                                      (25,763)        (920,669)
                                                                                               --------        ---------
                  Net cash provided by operating activities                                  21,877,865       16,809,418

Investing activities:
         Extension and replacement of plant                                                (11,623,350)      (5,677,492)
         Purchase of investments in associated organizations                                        (0)          (7,298)
                                                                                                    ---          -------
                  Net cash used in investing activities                                    (11,623,350)      (5,684,790)

Financing activities:
         Net transfer of restricted construction funds                                                0          (2,604)
         Repayments of long-term obligations                                                (5,931,393)      (5,545,000)
         Memberships and donations received                                                     (2,121)            3,563
         Retirement of patronage capital                                                      (141,967)                0
         Net receipts (refunds) of consumer advances for construction                          (60,136)          414,330
                                                                                               --------          -------
                  Net cash used in financing activities                                     (6,135,617)      (5,129,711)

Net change in cash and cash equivalents                                                       4,118,898        5,994,917

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

Cash and cash equivalents at end of period                                                  $14,583,902      $17,180,003
------------------------------------------                                                  ===========      ===========

Supplemental disclosure of cash flow information - interest expense paid, excluding         $10,518,010      $10,367,112
                                                                                            ===========      ===========
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 maintains a $20 million line of credit with CoBank, ACB (CoBank).
     On May 3, 2005, and approved by the Chugach Board of Directors on June 15,
     2005, Chugach and CoBank renewed the line of credit and finalized a Master
     Loan Agreement pursuant to the line of credit. The CoBank line of credit
     expires October 31, 2005, subject to annual renewal at the discretion of
     the parties. At June 30, 2005, there was no outstanding balance on this
     line of credit and it was not utilized during the second quarter of 2005.
     At June 30, 2005, the borrowing rate would have been 4.79% 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 June 30, 2005, there
     was no outstanding balance on this line of credit and it was not utilized
     during the second quarter of 2005. At June 30, 2005, the borrowing rate
     would have been 4.95% 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. We 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 has already
     decided the underlying issues relating to the prudency of Chugach's use of
     rate locks instead of defeasing debt. The court heard oral argument on this
     motion on June 10, 2005. It took the matter under advisement and a decision
     is expected within six months of the date of oral argument. Management is
     uncertain of the outcome of the proceeding before the Superior Court. No
     reserves have been established for this matter.

     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 capital credits 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.

     Management is vigorously defending against the claim. Management is
     uncertain of the outcome of the suit. No reserves have been established for
     this matter.

     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
     us, but if the third party's patents are valid, enforceable and apply to
     our business, we could be required to seek a license, discontinue certain
     activities or be subject to a claim for past infringement. We are currently
     considering this matter, but lack sufficient information to assess the
     potential outcome at this time. No reserves have been established for this
     matter.

     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.  Critical Accounting Policies

     Chugach's accounting and reporting policies comply with accounting
     principles generally accepted in the United States of America. The
     preparation of financial statements in conformity with Generally Accepted
     Accounting Principles (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 accounting principles generally accepted in the
     United States of America. 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 the quarter ending June 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. We 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 will 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 gain or loss was not recorded and was treated as a regulatory
     asset upon settlement.

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

     5.  New Accounting Standards

     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 will implement 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

     In 2004, we 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 $200,000, which, in aggregate,
     was not material to the financial statements. The depreciation study was
     submitted to the RCA for approval on November 19, 2004, however, the new
     rates were implemented and in effect for all of 2004. We did not request a
     change in electric rates charged to our customers based on the proposed
     revisions to depreciation rates.

     On March 9, 2005, the RCA ruled that depreciation rates may not be
     implemented without prior approval of the RCA. The RCA is expected to issue
     a final order in the fourth quarter of 2005. We expect to make any required
     adjustments on a prospective basis.

     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 $759.0 thousand for the quarter ended June
     30, 2005, over the same quarter in 2004 due to a decrease in power
     production and administrative, general and other expense. These decreases
     were slightly offset by an increase in net interest expense.

     Operating revenues, which include sales of electric energy to retail,
     wholesale and economy energy customers and other miscellaneous revenues,
     increased by $3.9 million, or 8.5%, for the quarter ended June 30, 2005,
     over the same quarter in 2004. The increase in revenues was 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 second 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 $5.5
     and $5.4 million to Chugach's fixed costs for the quarter ended June 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 June 30, 2005, and 2004.
<TABLE>
<CAPTION>

<S>                 <C>         <C>             <C>      <C>         <C>             <C>      <C>         <C>               <C>

                         Base Rate Sales Revenue1          Fuel and Purchased Power Revenue              Total Revenue


                       2005        2004      % Variance     2005        2004      % Variance     2005        2004        % Variance

Retail
Residential         $10,378,661 $10,598,015     -2.1%     $4,622,540  $4,154,910     11.3%    $15,001,201 $14,752,925        1.7%
Small Commercial     $1,886,907  $1,794,716      5.1%       $973,955    $858,374     13.5%     $2,860,862  $2,653,090        7.8%
Large Commercial     $6,869,705  $6,859,507      0.1%     $4,727,043  $4,086,294     15.7%    $11,596,748 $10,945,801        5.9%
Lighting               $339,518    $339,553      0.0%        $14,481     $14,486      0.0%       $353,999    $354,039        0.0%
Total Retail        $19,474,791 $19,591,791     -0.6%    $10,338,019  $9,114,064     13.4%    $29,812,810 $28,705,855        3.9%

Wholesale
HEA                  $2,548,334  $2,542,837      0.2%     $4,135,721  $3,742,873     10.5%     $6,684,055  $6,285,710        6.3%
MEA                  $3,790,004  $3,732,397      1.5%     $5,354,094  $4,695,701     14.0%     $9,144,098  $8,428,098        8.5%
SES                    $249,236    $243,409      2.4%       $542,339    $461,282     17.6%       $791,575    $704,691       12.3%
Total Wholesale      $6,587,574  $6,518,643      1.1%    $10,032,155  $8,899,856     12.7%    $16,619,728 $15,418,499        7.8%

Economy Sales        $3,198,957  $1,711,662     86.9%             $0          $0      -        $3,198,957  $1,711,662       86.9%
Miscellaneous          $682,906    $552,395     23.6%             $0          $0      -          $682,906    $552,395       23.6%

Total Revenue       $29,944,228 $28,374,491      5.5%    $20,370,174 $18,013,920     13.1%    $50,314,401 $46,388,411        8.5%

<FN>

1 Customer and demand charge and non-fuel energy
</FN>
</TABLE>


     The following table represents kWh sales for the quarter ended June 30:

                                       2005                2004
                                       ----                ----
              Custome                  kWh                  kWh
         Retail                    271,856,959          274,343,704
         Wholesale                 284,351,528          276,596,824
         Economy Ener               69,174,940           39,417,482
                                    ----------           ----------
         Total                     625,383,427          590,358,010
                              ==================    =================

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

     Fuel expense increased by $3.1 million, or 21.4%, for the quarter ended
     June 30, 2005, compared to the same period in 2004 primarily due primarily
     to higher fuel prices. For the quarter ended June 30, 2005, Chugach used
     5,159,919 MCF of fuel at an average effective price of $3.43 per MCF,
     compared to 4,965,163 MCF of fuel used for the same period in 2004, at an
     average effective price of $2.93 per MCF. Fuel expense is collected through
     the fuel surcharge mechanism. Power production expense decreased $407.3
     thousand, or 12.1%, for the same period due to the timing of generation
     maintenance projects. Maintenance projects started later in 2005 compared
     to 2004. Purchased power also increased $684.1 thousand, or 12.4%, due to
     higher fuel prices and higher Bradley Lake purchased power payments and is
     also collected through the fuel surcharge mechanism. These increases were
     offset by a decrease in quantity purchased. In the second quarter of 2005,
     Chugach purchased 137,147 MWH of energy at an average effective price of
     $4.35 cents per kWh. For the same period in 2004, Chugach purchased 140,203
     MWH of energy at an average effective price of $3.78 cents per kWh.
     Transmission expense decreased by $105.4 thousand, or 7.4%, and
     distribution expense increased by $144.1 thousand, or 5.0%, due primarily
     to the timing of distribution maintenance being performed in the second
     quarter of 2005 while transmission maintenance was performed in the second
     quarter of 2004. Administrative, general and other expense decreased by
     $561.3 thousand, or 10.5%, caused by a $94.8 thousand decrease due to fully
     amortized software and lower information services support on administrative
     and general projects, a $286.7 thousand decrease in legal and corporate
     planning professional services, a $67.6 thousand decrease in property
     insurance and a $116.7 thousand decrease in miscellaneous general expense
     due to the timing of our National Rural Electric Cooperative Association
     (NRECA) dues accrual. These decreases were offset by a $146.5 increase in
     labor due to merit increases. Consumer accounts expense and depreciation
     and amortization expense did not materially change for the three-month
     period ended June 30, 2005.

     Interest on long-term debt increased by $400.2 thousand, or 7.4%, due to
     higher interest rates on our 2002 Series B bonds and our CoBank promissory
     notes. Interest charged to construction increased by $104.9 thousand in the
     second 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 $48.2 thousand, or 100%, from
     the second quarter of 2004 due to an adjustment to interest associated with
     the provision for rate refunds that was made in 2004.

     Other nonoperating margins increased $44.2 thousand, or 36.0%, for the
     three-month period ended June 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.



<PAGE>


     Current Year to Date Versus Prior Year to Date

     Assignable margins increased by $1.4 million in the first six months of
     2005, over the same period in 2004 due to a decrease in power production
     and administrative, general and other expense. These decreases were
     slightly offset by an increase in net interest expense.

     Operating revenues increased $9.5 million, or 9.7%, due to an increase in
     revenue collected through the fuel surcharge mechanism due to higher fuel
     prices and an increase in economy energy sales to GVEA. With regard to
     retail sales, in the first six months of 2005, we 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 six
     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 $12.2 and $11.9 million to Chugach's fixed costs
     for the year ended June 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 at
     June 30, 2005, and 2004.
<TABLE>
<CAPTION>

                        Base Rate Sales Revenue1        Fuel and Purchased Power Revenue               Total Revenue

<S>                <C>         <C>            <C>      <C>         <C>            <C>       <C>           <C>            <C>

                      2005        2004     % Variance     2005        2004     % Variance       2005         2004     % Variance

Retail
Residential        $23,707,337 $24,217,905    -2.1%    $10,024,740  $8,707,522    15.1%      $33,732,077  $32,925,427     2.4%
Small Commercial    $4,157,992  $4,085,549     1.8%     $2,041,869  $1,744,922    17.0%       $6,199,861   $5,830,471     6.3%
Large Commercial   $14,026,475 $13,966,781     0.4%     $9,098,041  $7,657,545    18.8%      $23,124,516  $21,624,326     6.9%
Lighting              $661,082    $661,167     0.0%        $46,750     $45,963     1.7%         $707,832     $707,130     0.1%
Total Retail       $42,552,886 $42,931,402    -0.9%    $21,211,400 $18,155,952    16.8%      $63,764,286  $61,087,354     4.4%

Wholesale
HEA                 $5,173,486  $5,075,257     1.9%     $8,176,853  $6,932,266    18.0%      $13,350,339  $12,007,523    11.2%
MEA                 $8,931,425  $8,596,549     3.9%    $11,202,060  $9,438,079    18.7%      $20,133,485  $18,034,628    11.6%
SES                   $501,850    $495,688     1.2%     $1,052,371    $873,400    20.5%       $1,554,221   $1,369,088    13.5%
Total Wholesale    $14,606,761 $14,167,494     3.1%    $20,431,284 $17,243,745    18.5%      $35,038,045  $31,411,239    11.5%

Economy Sales       $7,435,058  $4,341,339    71.3%          $0          $0         -         $7,435,058   $4,341,339    71.3%
Miscellaneous       $1,289,046  $1,193,420     8.0%          $0          $0         -         $1,289,046   $1,193,420     8.0%

Total Revenue      $65,883,751 $62,633,655     5.2%    $41,642,684 $35,399,697    17.6%     $107,526,435  $98,033,352     9.7%
<FN>

1 Customer and demand charge and non-fuel energy
</FN>
</TABLE>


     The following table represents kWh sales for the six months ended June 30:

                                   2005                  2004
                                   ----                  ----
              Customer              kWh                   kWh
         Retail                 601,231,626           607,297,828
         Wholesale              611,986,352           587,363,615
         Economy Energy         165,000,790            31,262,141
                                -----------            ----------
         Total                1,378,218,768         1,225,923,584
                           ==================    ==================

     Fuel expense increased by $7.2 million, or 23.3%, for the first six months
     of 2005, compared to the same period in 2004 due primarily to higher fuel
     prices. In the first six months of 2005, Chugach used 11,762,829 MCF of
     fuel at an average effective price of $3.24 per MCF, compared to 10,870,532
     MCF of fuel used for the same period in 2004, at an average effective price
     of $2.85 per MCF. Fuel expense is collected through the fuel surcharge
     mechanism. Power production expense decreased by $406.7 thousand, or 6.0%,
     due to the timing of generation projects. Purchased power expense increased
     by $2.0 million, or 21.1%, due to higher fuel prices and higher Bradley
     Lake purchased power payments, which is also collected through the fuel
     surcharge mechanism. These increases were offset by a decrease in quantity
     purchased. In the first six months of 2005, Chugach purchased 277,244 MWH
     of energy at an average effective price of $3.95 cents per kWh. For the
     same period in 2004, Chugach purchased 279,785 MWH of energy at an average
     effective price of $3.19 cents per kWh. Transmission expense decreased
     $243.8 thousand, or 7.7%, and distribution expense increased $385.1
     thousand, or 7.1%, due primarily to the timing of distribution maintenance
     being performed in the first half of 2005 while transmission maintenance
     was performed in the first half of 2004. Administrative, general and other
     expense decreased by $1.2 million, or 11.3%, caused by a $247.8 thousand
     decrease due to fully amortized software and lower information services
     support on administrative and general projects, a $397.7 thousand decrease
     in legal, corporate planning, corporate services and power production
     professional services and a $158.3 thousand decrease in labor due to
     several vacant positions. The decrease was also due to a $106.3 thousand
     decrease in property insurance and a $155.3 thousand decrease in
     miscellaneous general expense due to the timing of our Alaska Power
     Association (APA) and NRECA dues accrual. Consumer accounts expense and
     depreciation and amortization expense did not materially change for the
     six-month period ended June 30, 2005, compared to the same period in 2004.

     Interest on long-term debt increased by $634.2 thousand, or 5.8%, due to
     higher interest rates on our 2002 Series B bonds and our CoBank promissory
     notes. Interest charged to construction increased by $207.2 thousand, or
     104.2%, in the first six 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 $50.4 thousand, or
     104.6%, during the same period in 2005 compared to the same period in 2004,
     due primarily to an adjustment to interest associated with our provision
     for rate refunds that were made in 2004.

     Other non-operating margins increased by $87.4 thousand, or 36.9%, for the
     six-month period ended June 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 transmission projects.



<PAGE>


     Financial Condition

     Total assets decreased $2.1 million, or 0.4%, from December 31, 2004, to
     June 30, 2005. The decrease was due to a $2.2 million, or 0.5%, decrease in
     net plant.  This was primarily due to depreciation expense, which was
     offset by an increase in electric plant in service caused by the closeout
     of routine distribution projects and an increase in construction work
     in progress caused by the continued construction of the South Anchorage
     Substation and the 138 kV International Generating Terminal (IGT) to South
     Anchorage Substation projects.

     The decrease in total assets was also due to a $4.0 million decrease in
     accounts receivable caused by the collection on receivables that were
     accrued but not paid at December 31, 2004, and due to less energy sold at
     June 30, 2005, compared to December 31, 2004. This decrease was offset by a
     $4.1 million, or 39.4%, increase in cash and cash equivalents caused by the
     collection of accounts receivable outstanding at December 31, 2004.

     Notable changes to total liabilities and equities include a $6.3 million,
     or 1.7%, decrease in long-term obligations due to the reclassification of
     the 2006 installment payment on the 2002 Series B bond and the
     reclassification of the 2006 installment payments on the CoBank 3 and 4
     promissory notes. Fuel cost over-recovery also decreased $1.1 million, or
     41.8%, due to the collection of the previous quarter's fuel and purchased
     power cost through the fuel surcharge mechanism. Accounts payable also
     decreased $1.4 million, or 18.3%, as a result of the payment of invoices
     that were accrued but not paid at December 31, 2004, and a delay in
     receiving invoices from the start of the 2005 construction season.

     These decreases were offset by a $5.3 million, or 3.8%, increase in
     patronage capital due to the margins generated in the first and second
     quarter of 2005, as well as a $394.3 thousand, or 2.8%, increase in current
     installments of long-term obligations caused by the reclassification of the
     aforementioned installment payments on the 2002 Series B bond and the
     CoBank 3 and 4 promissory notes. The decreases were also offset by a $436.5
     thousand, or 7.9%, increase in salaries, wages and benefits due to merit
     increases, as well as a $462.9 thousand, or 3.6%, increase in fuel payable
     caused by higher fuel prices and a $187.7 thousand, or 13.3% increase in
     other current liabilities caused by a new state and municipal underground
     compliance charge on retail revenue.

     Liquidity and Capital Resources

     Chugach has satisfied its operational and capital cash requirements
     primarily through internally-generated funds, an annual $20 million line of
     credit with CoBank which expires October 31, 2005, subject to annual
     renewal at the discretion of the parties and a $50 million line of credit
     from NRUCFC which expires October 15, 2007. At June 30, 2005, there was no
     outstanding balance with NRUCFC or CoBank and neither line of credit was
     utilized during the second 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 June 30, 2005,
     Chugach had the following promissory notes outstanding under this facility:
<TABLE>
<CAPTION>

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


        CoBank 2               $10,000,000                 7.76%                   2005                 2005
        CoBank 3               $20,142,053                 4.67%                   2022              2003 - 2022
        CoBank 4               $22,015,733                 4.67%                   2022              2003 - 2022
        CoBank 5               $5,000,000                  4.67%                   2007                 2007

         Total                 $57,157,786
</TABLE>

     On August 31, 2005, Chugach anticipates refinancing its $10 million
     promissory note with CoBank, however an agreement has not been finalized.

     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 June 30,
     2005, approximately $11.6 million had been expended. Capital improvement
     expenditures are expected to increase in the third quarter of 2005 as the
     construction season extends into October.

     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 May 20, 2005, The Board of Directors and
     Chugach's CEO, Joe Griffith, announced that Joe Griffith will be stepping
     down from his position of CEO on September 2, 2005. On July 27, 2005, the
     Board of Directors retained National Rural Electric Cooperatives
     Association, Inc. (NRECA) to provide CEO search services. In a special
     meeting of the Board of Directors on August 10, 2005, William R. Stewart,
     General Manager, Corporate Services Division was appointed interim CEO
     effective September 3, 2005. Mr. Stewart has over 36 years of electric
     utility experience at Chugach.
     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 our business, we manage
     our exposure to these risks as described below. Chugach does not engage in
     trading market risk-sensitive instruments for speculative purposes.



<PAGE>


     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%

     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 June 30, 2005.

     The following table provides information regarding cash flows for principal
     payments on total debt by maturity date (dollars in thousands) as of June
     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            $10,000         $0         $0        $0         $0       $270,000     $280,000    $308,866

Average
interest rate                7.76%          -          -         -          -          6.39%        6.44%

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

Average
interest rate                    -      3.83%      4.32%     3.83%      3.83%          4.44%        4.29%
<FN>

     *   Includes current portion
</FN>
</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 our 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.



<PAGE>


     Item 4. Controls and Procedures

     As of the end of the period covered by this report, we 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 have been no changes in our internal
     controls or in other factors known to management that could significantly
     affect our internal controls subsequent to our most recent evaluation.

     We are 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 we
     maintained, in all material respects, effective internal controls over
     financial reporting as of December 31, 2006. We are 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. We 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 has already
     decided the underlying issues relating to the prudency of Chugach's use of
     rate locks instead of defeasing debt. The court heard oral argument on this
     motion on June 10, 2005. It took the matter under advisement and a decision
     is expected within six months of the date of oral argument. Management is
     uncertain of the outcome of the proceeding before the Superior Court. No
     reserves have been established for this matter.

     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 capital credits 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.

     Management is vigorously defending against the claim. Management is
     uncertain of the outcome of the suit. No reserves have been established for
     this matter.

     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
     us, but if the third party's patents are valid, enforceable and apply to
     our business, we could be required to seek a license, discontinue certain
     activities or be subject to a claim for past infringement. We are currently
     considering this matter, but lack sufficient information to assess the
     potential outcome at this time. No reserves have been established for this
     matter.

     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 July 27, 2005, the Chugach Board of Directors voted unanimously to
     authorized the Chief Executive Officer (CEO) or his designee to join the
     Alaska Railbelt Energy Authority (AREA), a regionally owned joint action
     agency (JAA), and stated its intention to withdraw if prior to January 31,
     2006, either the AREA is unsuccessful in obtaining authority to issue tax
     exempt debt or Chugach's exposure to administrative costs exceeds $100,000.
     Other members include GVEA and Anchorage Municipal Light & Power (AML&P).
     The JAA provides a structure by which the members might jointly acquire,
     own and operate certain generation and transmission facilities. At its
     first meeting on August 1, 2005, the JAA members elected GVEA's Rick
     Schikora as chairman, Jeff Lipscomb of Chugach as vice chairperson and
     AML&P's Jim Posey as secretary/treasurer.



<PAGE>


     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 Consolidating Committed Revolving Credit
                  Supplement between the Registrant and CoBank, ACB dated May 3,
                  2005

                  Master Loan Agreement between the Registrant and CoBank, ACB
                  dated May 3, 2005

                  First Amended and Restated Joint Action Agency Agreement
                  Relating To The Alaska Railbelt Energy Authority among the
                  Registrant, Anchorage Municipal Light & Power (AML&P) and
                  Golden Valley Electric Association, Inc. (GVEA) dated August
                  1, 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/ Evan J. Griffith

                                    Evan J. Griffith
                                    Chief Executive Officer

                           Date:    August 12, 2005


                           By:      /s/ Michael R. Cunningham

                                    Michael R. Cunningham
                                    Chief Financial Officer

                           Date:    August 12, 2005


                           By:      /s/ William R. Stewart

                                    William R. Stewart
                                    General Manager, Corporate Services Division

                           Date:    August 12, 2005

<PAGE>


                                  EXHIBITS

     Listed below are the exhibits, which are filed as part of this Report:

     Exhibit Number                   Description

        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

      10.44.7  Promissory Note and Consolidating Committed Revolving Credit
               Supplement between the Registrant and CoBank, ACB dated
               May 3, 2005

      10.45.2  Master Loan Agreement between the Registrant and CoBank, ACB
               dated May 3, 2005

       10.42   First Amended and Restated Joint Action Agency Agreement Relating
               To The Alaska Railbelt Energy Authority among the Registrant,
               Anchorage Municipal Light & Power (AML&P) and Golden Valley
               Electric Association, Inc. (GVEA) dated August 1, 2005