FORM 10-Q
                                        SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

(Mark One)

   X     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                     September 30, 1999
                               --------------------------------------

                                                        OR

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

For the transition period from                                       to

Commission file number             33-42125

                              Chugach Electric Association, Inc.
                     (Exact name of registrant as specified in its charter)

                    Alaska                                            92-0014224
         (State or other jurisdiction of                        (I.R.S. Employer
          incorporation or organization)                     Identification No.)

         5601 Minnesota Drive         Anchorage, Alaska                    99518
         (Address of principal executive offices)                     (Zip Code)

                           (907) 563-7494
         (Registrant's telephone number, including area code)

                                         None
(Former name,former address and former fiscal year,if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) 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 .

                                       APPLICABLE ONLY TO CORPORATE ISSUERS:

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

                  CLASS                          OUTSTANDING AT NOVEMBER 1, 1999

                  NONE                                       NONE



<PAGE>



                                        CHUGACH ELECTRIC ASSOCIATION, INC.

                                                       INDEX
<TABLE>


                                                                                                        Page Number
<S>                                                                                                         <C>

CAUTION REGARDING FORWARD-LOOKING STATEMENTS                                                                 3

PART I FINANCIAL INFORMATION

Item 1.  Financial Statements                                                                                3

Balance Sheets, September 30, 1999 (Unaudited) and December 31, 1998                                         4

Statements of Revenues, Expenses and Patronage Capital, Nine Months Ended
   September 30, 1999 and 1998  (Unaudited)                                                                  6

Statements of Cash Flows, Nine Months Ended September 30, 1999 and 1998
   (Unaudited)                                                                                               7

Notes to Financial Statements (Unaudited)                                                                    8

Item 2.  Management's Discussion and Analysis of Results of Operations and
Financial Condition (Unaudited)                                                                              9

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                         14

PART II OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                  15

Item 2.  Changes in Securities and Use of Proceeds                                                          16

Item 3.  Defaults Upon Senior Securities                                                                    16

Item 4.  Submission of Matters to a Vote of Security Holders                                                16

Item 5.  Other Information                                                                                  16

Item 6.  Exhibits and Reports on Form 8-K                                                                   17

Signatures                                                                                                  18

Exhibits                                                                                                    19
</TABLE>




                                                       2

<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 or the Association)  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 affect of those  events or  circumstances  on any of the  forward-looking
statements contained in this report.


                                           PART I FINANCIAL INFORMATION

Item 1.  Financial Statements

The  unaudited  financial  statements of Chugach as of the three and nine months
ending September 30, 1999 follow:



                                                       3

<PAGE>



                                          CHUGACH ELECTRIC ASSOCIATION, INC.
                                                    Balance Sheets

                                                        Assets


<TABLE>
                                                                          September 30, 1999               December 31, 1998
                                                                          ------------------               -----------------
                                                                            (Unaudited)
<S>                                                                           <C>                             <C>

Utility plant:

     Electric plant in service                                                 $ 622,074,123                   $ 620,216,818

     Construction work in progress                                                50,710,035                      30,405,736
                                                                                ------------                    ------------

                                                                                 672,784,158                     650,622,554

     Less accumulated depreciation                                               241,128,337                     233,981,397
                                                                                ------------                    ------------

                      Net utility plant                                          431,655,821                     416,641,157
                                                                                ------------                    ------------

Other property and investments, at cost:

     Nonutility property                                                             184,033                           3,550

     Investments in associated organizations                                       8,351,861                       8,356,364
                                                                                ------------                    ------------

                                                                                   8,535,894                       8,359,914
                                                                                ------------                    ------------

Current assets:

     Cash and cash equivalents                                                     3,590,843                       2,312,574

     Cash - restricted construction funds                                            261,273                         177,366

     Special deposits                                                                171,164                         121,164

     Accounts receivable, net                                                     12,177,866                      17,243,266

     Materials and supplies, at average cost                                      17,247,923                      15,963,434

     Prepayments                                                                   1,566,885                         917,381

     Other current assets                                                            366,997                         349,030
                                                                               -------------                   -------------

                    Total current assets                                          35,382,951                      37,084,215
                                                                                ------------                    ------------

Deferred charges                                                                  25,690,118                      19,006,164
                                                                                ------------                    ------------

                                                                               $ 501,264,784                   $ 481,091,450
                                                                                ------------                    ------------
</TABLE>




See accompanying notes to unaudited financial statements.




                                                       4

<PAGE>



                                          CHUGACH ELECTRIC ASSOCIATION, INC.
                                                    Balance Sheets

                                               Liabilities and Equities

<TABLE>
                                                                           September 30, 1999              December 31, 1998
                                                                           ------------------              -----------------
                                                                             (Unaudited)
<S>                                                                           <C>                           <C>

Equities and margins:

     Memberships                                                               $     948,228                 $       911,253

     Patronage capital                                                           116,065,026                     109,622,996

     Other                                                                          3,753,585                      3,489,047
                                                                                -------------                  -------------

                                                                                  120,766,839                    114,023,296
                                                                                 ------------                   ------------

Long-term obligations, excluding current installments:

     First mortgage bonds payable                                                 194,139,000                    235,101,000

     CoBank bonds payable                                                         113,011,295                     70,816,699
                                                                                 ------------                   ------------

                                                                                  307,150,295                    305,917,699
                                                                                 ------------                   ------------

Current liabilities:

     Note Payable                                                                  25,000,000                              -

     Current installments of long-term debt and
        capital leases                                                              6,372,405                      6,088,802

     Accounts payable                                                               7,118,036                      8,838,757

     Consumer deposits                                                              1,006,274                        993,616

     Accrued interest                                                               1,442,454                      6,722,325

     Salaries, wages and benefits                                                   3,860,960                      3,755,837

     Fuel                                                                           3,582,230                      5,362,713

     Other current liabilities                                                        938,832                      1,318,947
                                                                                -------------                  -------------

                   Total current liabilities                                       49,321,191                     33,080,997
                                                                                 ------------                   ------------

Deferred credits                                                                   24,026,459                     28,069,458
                                                                                 ------------                   ------------

                                                                                $ 501,264,784                  $ 481,091,450
                                                                                 ------------                   ------------
</TABLE>




See accompanying notes to unaudited financial statements.



                                                       5

<PAGE>



                                   CHUGACH ELECTRIC ASSOCIATION, INC.

                          Statements of Revenues, Expenses and Patronage Capital


<TABLE>

                                                                       Three-months                           Nine-months
                                                                    ended September 30                    ended September 30

                                                                1999                1998              1999                 1998
                                                                ----                ----              ----                 ----

                                                                       (Unaudited)                                    (Unaudited)
<S>                                                      <C>                 <C>                 <C>                 <C>


Operating revenues .................................      $  32,075,076       $  31,831,077       $ 103,807,293       $ 104,436,580
                                                          -------------       -------------       -------------       -------------

Operating expenses:

     Production ....................................          9,384,454          10,243,578          29,383,994          32,923,370

     Purchased power ...............................          2,205,731           2,368,196           5,962,379           6,629,062

     Transmission ..................................            754,449             785,280           2,416,893           2,061,900

     Distribution ..................................          2,343,063           2,145,969           6,575,734           6,637,862

     Consumer accounts .............................          1,178,644           1,299,098           3,385,068           3,497,845

     Sales .........................................            228,185                --               947,180                --

     Administrative, general and other .............          5,460,297           3,889,817          15,793,370          11,836,249

     Depreciation and amortization .................          4,608,949           5,774,401          15,354,973          17,247,681
                                                          -------------       -------------       -------------       -------------

             Total operating expenses ..............         26,163,772          26,506,339          79,819,591          80,833,969
                                                          -------------       -------------       -------------       -------------

Interest:

   On long-term debt ...............................          6,081,895           6,304,386          17,985,345          18,985,155

   Other ...........................................            231,958              14,778             589,453              85,042

   Charged to construction - credit ................           (407,860)           (206,054)           (588,390)           (560,963)
                                                          -------------       -------------       -------------       -------------

             Net interest expense ..................          5,905,993           6,113,110          17,986,408          18,509,234
                                                          -------------       -------------       -------------       -------------

             Net operating margins .................              5,311            (788,372)          6,001,295           5,093,377
                                                          -------------       -------------       -------------       -------------

Nonoperating margins:

     Interest income ...............................            139,152             194,594             438,905             561,399

     Other .........................................             59,954             373,238              85,913             724,866
                                                          -------------       -------------       -------------       -------------

             Total non-operating margins ...........            199,106             567,832             524,818           1,286,265
                                                          -------------       -------------       -------------       -------------

             Assignable margins ....................            204,417            (220,540)          6,526,113           6,379,642

Patronage capital at beginning of period ...........        115,870,695         111,325,582         109,622,996         104,800,092

Retirement of capital credits and
   estate payments .................................            (10,086)            (35,936)            (84,083)           (110,628)
                                                          -------------       -------------       -------------       -------------

Patronage capital at end of period .................      $ 116,065,026       $ 111,069,106       $ 116,065,026       $ 111,069,106
                                                          -------------       -------------       -------------       -------------
</TABLE>





See accompanying notes to unaudited financial statements.



                                                       6

<PAGE>



                             CHUGACH ELECTRIC ASSOCIATION, INC.
                                 Statements of Cash Flows
<TABLE>

                                                                                                   Nine-months ended September 30

                                                                                                        1999                1998
                                                                                                        ----                ----

                                                                                                           (Unaudited)
<S>                                                                                               <C>                 <C>
Cash flows from operating activities:

   Assignable margins ......................................................................       $  6,526,113        $  6,379,642
                                                                                                   ------------        ------------

   Adjustments to reconcile assignable margins to net cash provided by operating
     activities:

       Depreciation and amortization .......................................................         15,354,973          17,247,681

       Changes in assets and liabilities:
       (Increase) decrease in assets:

         Accounts receivable, net ..........................................................          5,065,400           9,603,135

         Materials and supplies ............................................................         (1,284,489)         (1,090,693)

         Deferred charges ..................................................................         (6,683,954)         (4,272,766)

         Prepayments .......................................................................           (649,504)           (954,085)

         Other .............................................................................           (332,357)            149,263

     Increase (decrease) in liabilities:
         Accounts payable ..................................................................         (1,720,721)         (1,525,210)

         Accrued interest ..................................................................         (5,279,871)         (5,576,540)

         Deferred credits ..................................................................         (4,042,999)         (1,298,088)

         Consumer deposits, net ............................................................             12,658             (91,349)

         Other .............................................................................         (2,055,475)         (4,566,841)
                                                                                                   ------------        ------------

                    Total adjustments ......................................................         (1,616,339)          7,624,507
                                                                                                   ------------        ------------



                    Net cash provided by operating activities ..............................          4,909,774          14,004,149
                                                                                                   ------------        ------------

Cash flows from investing activities:

   Extension and replacement of plant ......................................................        (30,369,637)        (12,156,256)

   Investments in associated organizations .................................................              4,503            (140,000)
                                                                                                   ------------        ------------

                    Net cash used in investing activities ..................................        (30,365,134)        (12,296,256)
                                                                                                   ------------        ------------

Cash flows from financing activities:

   Net proceeds and repayments of long-term debt ...........................................          1,516,199          (5,913,512)

   Retirement of patronage capital .........................................................            (84,083)           (110,628)

   Short-term borrowings, net ..............................................................         25,000,000           5,000,000

   Other ...................................................................................            301,513             (35,963)
                                                                                                   ------------        ------------

                    Net cash provided by (used) in financing activities ....................         26,733,629          (1,060,103)
                                                                                                   ------------        ------------

                    Net increase in cash and cash equivalents ..............................          1,278,269             647,790

Cash and cash equivalents at beginning of period ...........................................          2,312,574           5,224,529
                                                                                                   ------------        ------------

Cash and cash equivalents at end of period .................................................       $  3,590,843        $  5,872,319
                                                                                                   ------------        ------------
</TABLE>



See accompanying notes to unaudited financial statements.


                                                       7

<PAGE>



                         CHUGACH ELECTRIC ASSOCIATION, INC.

                          Notes to Financial Statements

                               September 30, 1999

                                  (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.  Users of interim financial information are encouraged to refer
     to  footnotes  contained  in Form 10-K  when  reviewing  interim  financial
     results.  Management  believes  that  the  accompanying  interim  financial
     statements reflect all adjustments which are necessary for a fair statement
     of the results of the interim period presented. All adjustments made in the
     accompanying interim financial statements are of a normal recurring nature.

2.   Lines of Credit
     Chugach  maintains  a line  of  credit  of $35  million  with  CoBank,  ACB
     (formerly known as National Bank for  Cooperatives or CoBank).  The CoBank,
     ACB line of credit expires August 1, 2000, and carries an annual  automatic
     renewal clause.  At September 30, 1999, $25 million was outstanding on this
     line.  In  addition,  the  Association  has an annual line of credit of $50
     million  available  at the National  Rural  Utilities  Cooperative  Finance
     Corporation  (NRUCFC).  At  September  30,  1999,  there  were  no  amounts
     outstanding. The NRUCFC line of credit expires October 14, 2002.






                                        8

<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                  (Unaudited)


GENERAL

Reference  is made to the  information  contained  under  the  caption  "CAUTION
REGARDING FORWARD-LOOKING STATEMENTS" at the beginning of this Report. Reference
is also made to the information contained, and referenced,  in Item 5 of Part II
with respect to the Matanuska Electric Association, Inc. (MEA) proposal.

RESULTS OF OPERATIONS

Current Year Quarter Versus Prior Year Quarter

Operating revenues,  including sales of electric energy to retail, wholesale and
economy energy  customers and other  miscellaneous  revenues,  increased for the
quarter ended September 30, 1999, over the same quarter in 1998. The increase in
revenues is  attributable to higher kilowatt hour sales during the third quarter
1999 versus the same period last year.

Retail  demand and energy rates  remained  constant  for the third  quarter 1999
compared to the same period in 1998.  The third  quarter  1998 demand and energy
rates charged to Homer Electric Association, Inc. (HEA) and MEA were 0.3 percent
and 4.1 percent higher,  respectively,  than third quarter 1999 levels. Over the
past 12 months,  HEA's base demand and energy rates have been reduced once while
the base demand and energy rates charged to MEA have been reduced twice.

Pursuant  to  a  Settlement   Agreement  with  Alaska  Electric  Generation  and
Transmission Cooperative, Inc. (AEG&T/MEA/HEA), Chugach may be required to grant
a refund to  AEG&T/MEA/HEA  retroactive  to January 1, 1997,  (based on the 1996
test year  filing).  A provision  for  wholesale  rate refunds of  approximately
$980,000 and $993,000 was recorded at December 31, 1997,  and December 31, 1998,
to  accommodate  certain rate  adjustment  clauses  contained in the  Settlement
Agreement.  Year-to-date  September 1999 refund  provisions total  approximately
$510,000,   bringing  the  total   provision  for  wholesale   rate  refunds  to
approximately $2,483,000.  Determination of the final refund amounts await final
Regulatory  Commission  of Alaska (RCA),  formerly the Alaska  Public  Utilities
Commission (APUC), approval of the 1996 test year filing.

In June 1999 the RCA  approved  Chugach's  1996 test  year  revenue  requirement
filing on an interim and  refundable  basis,  pending the  resolution  of docket
U-96-37.

Power  production  expense was lower for the quarter  ended  September 30, 1999,
compared to the same period in 1998.  This variance is largely due to a decrease
in fuel prices.  Distribution expense increased for the quarter ending September
30, 1999,  versus the same period last year.  This  increase is due to increased
line clearing activity in this quarter compared to the same

                                  9

<PAGE>



period in 1998.  Consumer  accounts and sales expense increased in third quarter
1999 versus third  quarter 1998 due to the addition of new business  ventures in
1999. In addition, administrative,  general and other expenses increased for the
three-month  period ending  September 30, 1999. This increase was  substantially
due to the  amortization  of  capital  costs  related  to the  Year  2000  (Y2K)
compliant financial software that was implemented in 1998.

Depreciation  expense  was lower for the  quarter  ending  September  30,  1999,
compared to the same period last year due to an  adjustment  made in 1999 for an
over-amortization which occurred in 1998.

Interest expense on long-term borrowing continued to decrease during the quarter
due to the  refinancing  of $34.9 million of 9.14% Series A First Mortgage Bonds
that occurred in the first quarter of 1999.  Other  interest  expense  increased
during the quarter due to increased activity on the line of credit.

Current Year-to-Date Versus Prior Year-to-Date

Operating  revenues  for  the  nine-month  period  ending  September  30,  1999,
decreased  relative  to the same  period  in 1998.  These  lower  revenues  were
essentially due to lower fuel costs recovered during this period.

Power production expenses decreased while distribution,  transmission,  consumer
accounts, sales and administrative, general and other expenses increased for the
nine-month  period ending  September 30, 1999, for  essentially the same reasons
outlined in the quarter-to-date  comparison section.  Purchased power expense is
lower for the nine-month period ending September 30, 1999,  compared to the same
period last year. This variance is due to the system operating scenario that has
existed in 1999. Due to the decrease in the fuel prices this year, it was proven
more  economical  to  generate  power  at  the  Bernice  Lake  plant  to  ensure
reliability  on the Kenai  Peninsula,  rather than  purchase  power from AEG&T's
Soldotna 1 plant.  In addition,  purchased  power  expenses are lower due to the
refinancing   of  the  long-term   bonds   associated   with  the  Bradley  Lake
Hydroelectric Project. Chugach is one of six electric utilities participating in
this project.  Transmission  expense was higher during third quarter 1999 versus
1998 due to  increased  line  clearing  activity  and a change  in the  focus of
substation  maintenance  activities from distribution in 1998 to transmission in
1999.

Depreciation  expense was lower for the nine-month  period ending  September 30,
1999,  compared to the same period last year due to the same reason  outlined in
the  quarter-to-date  comparison  section as well as an  adjustment in the first
quarter  1999 as a result  of the  unitization  of a  capital  project  that was
completed in 1997.

Financial Condition

Total assets increased by 4.2% from December 31, 1998 to September 30, 1999. The
increase is due  primarily  to an increase in cash from  short-term  borrowings,
prepayments and deferred  charges.  The increase in deferred  charges is largely
due to costs  associated  with  the  long-term  bond  purchase  and a fuel  cell
project. A decline in accounts receivable was caused by the payment of wholesale
power bills that were accrued but not paid at December 31, 1998.

                                   10

<PAGE>



Notable changes to total liabilities include an increase in notes payable due to
short-term  borrowings  from  CoBank,  ACB and an increase in CoBank,  ACB bonds
resulting  from the issuance of CoBank 6 in the amount of $42.5 million on March
30, 1999.  Offsetting the increase in CoBank,  ACB bonds was a decrease in first
mortgage bonds  resulting from the March bond payment and Chugach's  purchase of
first  mortgage  bonds.  Additionally,  the  account  payable in respect to fuel
decreased  due to  declining  fuel prices and accrued  interest  decreased  as a
result of the September semi-annual bond payment.

Liquidity and Capital Resources

Chugach has satisfied its  operational and capital cash  requirements  primarily
through  internally  generated  funds, an annual $50 million line of credit from
NRUCFC and a $35 million line of credit with CoBank, ACB. At September 30, 1999,
Chugach had $25 million  outstanding  on the  CoBank,  ACB line of credit  which
carried an interest rate of 6.45%. There was no balance  outstanding with NRUCFC
at September 30, 1999.

Capital  construction  in 1999 is estimated at $43.7  million.  At September 30,
1999,  approximately  $31.1  million  has  been  expended.  Capital  improvement
expenditures  are  expected  to decline in the  upcoming  fourth  quarter as the
construction season subsides.

In 1998  Chugach  negotiated  a  supplemental  indenture  (Seventh  Supplemental
Indenture of Trust) with CoBank,  ACB that previously  allowed up to $80 million
in  future  bond  financing.   Chugach  finalized  an  amendment  to  the  Third
Supplemental  Indenture of Trust (Seventh Supplemental  Indenture of Trust) that
eliminated the maximum aggregate amount of bonds the Company may issue under the
agreement.  At  September  30,  1999,  Chugach had bonds in the amount of $113.3
million outstanding under this financing  arrangement.  The balance is comprised
of a $817  thousand  bond  (CoBank 1) which  carries an  interest  rate of 8.95%
maturing in 2002,  a $10 million  bond (CoBank 2) priced at 7.76% due in 2005, a
$21.5   million  bond   (CoBank  3),   currently   priced  at  5.60%   (repriced
periodically),  a $23.5 million bond (CoBank 4) currently  priced at 5.60% (also
repriced periodically),  a $15 million bond (CoBank 5) currently priced at 5.60%
(also repriced periodically) due in 2002, 2007 and 2012 and a $42.5 million bond
(CoBank 6) carrying a variable  interest rate  currently  priced at 6.45% (as of
October 1999). CoBank 6 matures March 15, 2002. Principal payments on the CoBank
3 and 4 bonds commence in 2003 and continue through 2022. Additionally,  Chugach
has negotiated a similar supplemental indenture (Fifth Supplemental Indenture of
Trust) with NRUCFC for $80 million. At September 30, 1999, there were no amounts
outstanding under this financing arrangement.

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 1999 and thereafter.

YEAR 2000

Readiness Information

Chugach has recognized the need to investigate, test and remediate, if necessary
, the critical

                                                       11

<PAGE>
business and real time systems and equipment under its control which could cause
power and business  disruptions in conjunction with what are collectively called
Y2K dates.  Business  systems were essentially Y2K ready at year-end 1998. As of
September 30, 1999,  Chugach mission  critical systems were determined to be Y2K
ready.

Chugach  has funded  its Y2K  program  internally  and  estimates  it will incur
approximately $11 million of incremental costs through March 1, 2000, associated
with making  necessary  modifications  identified  to date to  applications  and
embedded devices.  Chugach has incurred costs of $10.4 million through September
30, 1999. Of this total, $10 million was expended on the now completed  business
system Y2K conversions, all of which was capitalized. An additional $360,000 has
been expended on real time system  inventory and assessment  activities,  all of
which has been expensed.

Chugach's Purchasing Department has completed the assessment of vendor responses
to their Y2K readiness.  Selected vendors, particularly those supplying "mission
critical" devices or transportation services have been contacted regarding their
readiness  during the Y2K key date by telephone on sent  follow-up  letters.  To
date,  no vendors have been  identified  for which special  Chugach  contingency
plans need to be developed.  These vendor readiness interviews were completed in
October 1999.

The business  systems team has developed  contingency  plans in the event of any
failure.  These plans are being  reviewed by  third-party  software  vendors.  A
staffing plan is in place to perform  testing and any necessary  remediation  on
the business systems New Year's weekend.

Real  time  systems  contingency  planning  has been  completed.  A task  force,
consisting  of key managers and technical  supervisors,  has prepared a detailed
action  plan to ensure  the  necessary  personnel,  equipment  and  support  are
available  for the December 31, 1999,  rollover.  The results of the action plan
have been incorporated into Chugach's "Emergency Resource Plan".

In the  business  system's  Y2K  Contingency  Plan it was  determined  that  the
worst-case scenario would be to operate without the Billing, Accounts Payable or
Payroll systems.  An alternative  billing system site is available with Daffron,
the vendor that  supports  this system.  In regards to the Accounts  Payable and
Payroll  systems,  manual checks would be generated to  accommodate  vendors and
employees. In addition, the worst-case scenario for the real time systems is the
contingency  loss of  natural  gas  fuel  supply  to some or all of the  turbine
generator  units at the Beluga,  Bernice Lake and  International  power  plants.
Natural  gas is the  primary  fuel  supply  for  these  units  and  there  is no
alternative  fuel available.  Y2K contingency  plans consider some  combination,
based on the severity of  curtailment  of fuel supply,  of purchase of emergency
energy,  maximization of the use of hydro generation resources and rotating load
shed. Chugach has coordinated  contingency planning with the fuel suppliers and,
based  on  this  dialogue,  believes  the  probability  of this  contingency  is
extremely small.

It is Chugach's  goal that no Chugach  customers lose power for an extended time
due to a Y2K problem.  Based on the progress to date, Chugach believes this goal
will be achieved.


                                                       12

<PAGE>



OUTLOOK

Nationwide,  the electric utility industry is entering a period of unprecedented
competition.  Electric  utilities  in  Alaska  will  not be  immune  from  these
competitive  forces.  Chugach  has taken  several  steps to be more  effectively
positioned to meet the challenge of a competitive market for electricity.

Chugach  participates  in  national  benchmarking  projects  to  improve  system
operations.  These  projects  have  focused on mailroom  operations,  remittance
processing, new service connections, system reliability and power production. As
a result of these  studies,  Chugach has been able to make these  processes more
efficient which has led to lower costs. The Association is committed to continue
reviewing all areas of its  operations  and to serve its customers in a way that
maintains high reliability while containing the cost of electricity.

In  addition  to  participation  in  benchmarking  studies,   Chugach  has  also
implemented  strategic  alliances in the purchasing and warehousing areas. These
alliances improve efficiency and contribute to lower operating costs.

Chugach has been active at the State  Legislature  in support of the  customer's
right to choose their electric power supplier.  Virtually all Alaskan  utilities
oppose Chugach's efforts to develop  competition.  At this time no bill relating
to  customer  choice has moved out of  legislative  committee.  Thus,  it is not
possible to predict the outcome of this legislative process.

Chugach  now  operates  with  three   divisions:   Finance  and  Energy  Supply,
Transmission and Distribution Network Services,  and Retail Services to position
itself to meet competition in the electric industry. Chugach's marketing efforts
conduct a key  account  program  for larger  customers  and are  developing  new
services to enhance existing customers' satisfaction.

Chugach  commenced  operation as an internet  service provider (ISP) in February
1999. Also in 1999 Chugach began selling spare microwave bandwidth to industrial
customers.

Chugach  has  three  collective  bargaining  agreements  with the  International
Brotherhood  of Electrical  Workers  (IBEW) that are  currently in  negotiation.
Although each of the contracts had an expiration  date of January 31, 1998,  the
parties  have  agreed that the  contracts  shall  continue  in effect  until new
contracts  are put in place.  All  outstanding  issues  will be decided  through
binding interest arbitration.  The IBEW cannot strike and Chugach cannot lockout
under the continuing  agreement.  Fact finding  before a third party  arbitrator
commenced in October 1999 and continues in November  1999 on the remaining  open
issues.  If the  parties  remain  unable to agree,  an  arbitration  hearing  is
scheduled for February 2000.

ENVIRONMENTAL MATTERS

Compliance with Environmental Standards

Chugach's operations are subject to certain federal, state and local
environmental laws that Chugach monitors to ensure compliance.  The costs
associated with environmental compliance are included as a component of both the
 operating and capital budget processes.  Chugach

                                                       13

<PAGE>



accrues for costs  associated with  environmental  remediation  obligations when
such costs are probable and reasonably estimable.

Environmental Matters

Reference  is  made to Part  II,  Item 1 for  discussion  of the  status  of the
Standard Steel Salvage Yard Site litigation.

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 its business,  Chugach  manages its
exposure  to these  risks as  described  below.  Chugach  does not hold or issue
derivative  financial  instruments  for trading  purposes and does not engage in
trading market risk sensitive instruments for speculative purposes,  nor are any
derivative instruments outstanding at September 30, 1999 other than the Treasury
rate lock described below.

Interest rate risk - As of September 30, 1999, except for CoBank 6 which carries
a variable interest rate that is periodically  repriced,  Chugach's  outstanding
borrowings  were at  fixed  interest  rates  with  varying  maturity  dates.  At
maturity,  these bonds can be repriced and a new maturity date established.  The
following table provides  information  regarding cash flows by expected maturity
dates for Chugach's debt obligations (dollars in thousands):

<TABLE>
<S>                             <C>         <C>           <C>          <C>          <C>        <C>              <C>         <C>
                                                                                                                             Fair
                                 2000        2001          2002         2003         2004       Thereafter        Total      Value
                                 ----        ----          ----         ----         ----       ----------        -----      -----


Long-term debt,
including current portion     $6,372          $6,430   $52,910       $5,907       $6,447         $235,457       $313,523    $330,632
</TABLE>


On March 17, 1999,  Chugach entered into a Treasury  rate-lock  transaction with
Lehman Brothers  Financial  Products Inc.  (Lehman  Brothers) for the purpose of
taking   advantage  of  favorable  market  interest  rates  in  anticipation  of
refinancing  Chugach's  Series A Bonds Due 2022 on their  first call date (March
15, 2002). As of September 30, 1999, the aggregate  principal amount of Series A
Bonds due 2022 was $182,810,000.  Under the Treasury rate-lock contract, Chugach
will receive a lump-sum  payment from Lehman  Brothers on March 15, 2002, if the
yield on 10- or  30-year  Treasury  bonds as of  mid-February  2002,  exceeds  a
specified target level (5.653% and 5.838%,  respectively).  Conversely,  Chugach
will on the same date be  required  to make a payment to Lehman  Brothers if the
yield on the 10- or 30- year Treasury bonds falls below its stated target yield.
The amount of the payment  will  increase as the  difference  between the actual
yield and the target yield increases.  For each basis point (0.01% per annum) by
which the yield on 10-year or 30-year  Treasury  bonds  deviates from the stated
target  level,  Chugach will receive (if the Treasury  yield  exceeds the target
yield) or make (if the Treasury yield falls short of the target yield) a payment
equal to the  product  obtained  by  multiplying  (i) the  amount  of  deviation
(expressed  in basis  points) by (ii) the changes in the prices of $196  million
(in the case of 10-year  Treasury  bonds) and $18.7  million (in the case of the
30-year  Treasury bonds) of Treasury bonds,  given a  one-basis-point  change in
their respective  yields  (determined with reference to the Bloomberg  Financial
Market's  Government  Yield Analysis  Page).  In this way,  Chugach intends that
higher interest

                                                       14

<PAGE>



costs  resulting from increases in market interest rates prior to refinancing of
Chugach's  long-term debt would be mitigated by a lump-sum,  up-front payment to
Chugach at the time of the refinancing.

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


                                             PART II OTHER INFORMATION


Item 1.  Legal Proceedings

Standard Steel Salvage Yard Site (the site)

Reference  is made to Item 1, Part II of the Form  10-Q  filed by  Chugach  with
respect to the quarterly period ended June 30, 1999 with respect to the Standard
Steel  Salvage  Yard Site (the site).  The site work and  reporting  required to
complete the remedial  action has been done.  Although the total oversight costs
of EPA and other federal agencies is not yet known, Chugach has pre-funded these
costs and  believes  that  sufficient  funds  remain in the account to pay these
costs and the on-going future site monitoring  costs.  Chugach's total costs for
the site not  reimbursed  by its insurers will not exceed  $500,000.  Management
believes that this amount is fully recoverable in rates and therefore would have
no impact on Chugach's financial condition or results of operations.

Matanuska Electric Association, Inc. v. Chugach Electric Association, Inc.
U-98-180

Reference is made to the  discussion  of this matter in Item 1 of Part II of the
Form 10-Q filed by Chugach with respect to quarterly period ended June 30, 1999.
Since June 30, 1999,  neither party has filed any papers in this action, and the
RCA has issued no orders and taken no other  action.  If the RCA  authorizes  an
investigation,   Chugach  still  intends  to  vigorously  defend  its  financial
management.

Matanuska Electric Association, Inc. v. Chugach Electric Association, Inc.
3AN-99-8152 CI

Reference is made to the  discussion  of this matter in Item 1 of Part II of the
Form 10-Q filed by Chugach with respect to the  quarterly  period ended June 30,
1999. On September 9, 1999,  Chugach filed a motion  requesting the dismissal of
the portion of MEA's claim  seeking to recover  damages  for  Chugach's  alleged
financial  mismanagement.  In its motion to dismiss, Chugach asserted that MEA's
claim regarding  Chugach's  alleged  financial  mismanagement is essentially the
same as MEA's financial  mismanagement claim in U-98-180,  referenced above. MEA
opposed Chugach's motion to dismiss  asserting that its financial  mismanagement
claim in this action is different from its claim before the RCA, because in this
case it seeks monetary

                                                       15

<PAGE>



damages for past  losses,  while in its action  before the RCA it seeks to force
Chugach  to change  its  future  financial  management  practices.  Chugach  has
answered MEA's complaint and replied to MEA's  opposition to Chugach's motion to
dismiss.  Oral argument on Chugach's motion to dismiss is scheduled for November
17, 1999.

Matanuska Electric Association, Inc. v. Chugach Electric Association, Inc.
3AN-99-10830 CI

On October 13, 1999,  Chugach filed a complaint  against MEA in Alaska  Superior
Court in Anchorage.  In it,  Chugach asked the court to enforce the APUC and RCA
orders  obligating MEA to pay Chugach for MEA's pro rata share of Chugach's Fuel
and Purchased  Power Cost  Adjustment  (FPPCA)  attributable  to an $839,000 tax
liability  Chugach incurred in connection with its supply contract with Marathon
Oil  Company.  On October 22,  1999,  Chugach  filed a motion for a  preliminary
injunction in the same case asking the court to enjoin MEA's attempt to have the
question of its liability for Chugach's  FPPCA  attributable to the Marathon tax
liability  submitted  to an  arbitrator.  MEA has not yet  responded  to  either
Chugach's complaint or motion.

Item 2.  Changes in 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

Unsolicited Acquisition Proposal by Matanuska Electric Association, Inc.

Reference  is made to Item 5 of Part II of the Form 10-Q filed by  Chugach  with
respect  to the  quarterly  period  ended  June 30,  1999,  with  respect to the
unsolicited acquisition proposal by Matanuska Electric Association, Inc.

Pursuant to its bylaws,  on August 24, 1999,  Chugach conducted a public hearing
on MEA's proposal.  The meeting of Chugach members to consider and vote on MEA's
proposal is scheduled on November  18, 1999.  Chugach  continues to believe that
there is not a material  likelihood  that the MEA proposal will be  consummated.
Accordingly,  while Chugach has publicly stated its belief that the consummation
of the MEA proposal (including the additional borrowing that would be associated
therewith)   would  adversely  affect  the  financial   condition,   results  of
operations, capital resources and liquidity of Chugach, Chugach does not believe
that there is a material likelihood that these consequences will occur.



                                                       16

<PAGE>




Petitions for Removal of Directors

On November 8, 1999,  Chugach  received  what were  represented  to be petitions
calling for the removal of five of its seven  directors.  The  directors who are
the subject of the purported petitions are Chris Birch (Board President),  Bruce
Davison,  Ray Kreig, Pat Jasper and Mary Minder. The purported  petitions do not
seek the removal of the two other members of the Chugach Board,  Pay Kennedy and
H.A.  ("Red")  Boucher.  The Petition  alleges that the five directors should be
removed "for violating open meetings laws and financial mismanagement."

Chugach intends to handle this matter in accordance with its bylaws,  the Alaska
Electric and Telephone  Cooperative Act and other applicable laws.  Chugach will
review the  paperwork  that was  submitted  on  November 8, 1999,  to  determine
whether  further  action is  appropriate.  This review may take some time. In an
announcement regarding this matter,  Chugach's general manager stated, "Our only
comment  at this  time is that  our  directors  are  very  well  aware  of their
responsibilities;  they take their responsibilities very seriously;  we're proud
of our  board's  record;  and our  directors  respect  and value  one  another's
contributions."

Item 6. Exhibits and Reports on Form 8-K

     (a)   Exhibits:

           Financial Data Schedule.

     (b) Reports on Form 8-K:

           No reports on Form 8-K were filed for the quarter ended September 30,
1998.

                                                       17

<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/ Eugene N. Bjornstad
                                    Eugene N. Bjornstad, General Manager


                           Date:     November 12, 1999



                           By:      /s/ Evan J. Griffith, Jr.
                                    Evan J. Griffith, Jr.
                                    Executive Manager, Finance & Energy Supply


                           Date:     November 12, 1999


                                                       18

<PAGE>


EXHIBITS

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


Exhibit
number                  Description                                         Page


27                Financial Data Schedule.                                    **




**  Filed Electronically



                                                       19

<PAGE>