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                     March 31, 2000
                               ----------------------------------

                                                         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 MAY 1, 2000
   -----                                              --------------------------

    NONE                                                          NONE

                     CHUGACH ELECTRIC ASSOCIATION, INC.

                                 INDEX

                                                                    Page Number

CAUTION REGARDING FORWARD-LOOKING STATEMENTS                             3

PART I FINANCIAL INFORMATION

Item 1.  Financial Statements                                            3

Balance Sheets, March 31, 2000 (Unaudited) and December 31, 1999         4

Statements of Revenues,Expenses and Patronage Capital,Three Months Ended
   March 31, 2000 and 1999  (Unaudited)                                  6


Statements of Cash Flows, Three Months Ended March 31, 2000 and 1999
   (Unaudited)                                                           7

Notes to Financial Statements (Unaudited)                                8

Item 2.  Management's Discussion and Analysis of Results of Operations and
Financial Condition (Unaudited)                                         10

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




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 for the quarter ended March 31,
2000 follow:


<PAGE>


                       CHUGACH ELECTRIC ASSOCIATION, INC.

                                Balance Sheets

                                    Assets
<TABLE>

                                                                      March 31, 2000             December 31, 1999
                                                                      --------------             -----------------
                                                                        (Unaudited)
<S>                                                                    <C>                           <C>

Utility plant:
     Electric plant in service                                         $ 643,812,440                 $ 641,627,328
     Construction work in progress                                        49,952,540                    47,257,296
                                                                        ------------                  ------------
                                                                         693,764,980                   688,884,624
     Less accumulated depreciation                                       249,850,311                   243,082,832
                                                                        ------------                  ------------
                     Net utility plant                                   443,914,669                   445,801,792
                                                                        ------------                  ------------
Other property and investments, at cost:

     Nonutility property                                                     524,785                      413,515
     Investments in associated organizations                               8,986,161                     8,946,861
                                                                        ------------                  ------------
                                                                           9,510,946                     9,360,376
                                                                        ------------                  ------------
Current assets:
     Cash and cash equivalents                                             8,290,496                     4,110,030
     Cash - restricted construction funds                                    629,629                       538,404
     Special deposits                                                        182,164                       182,164
     Accounts receivable, net                                             15,254,436                    17,911,749
     Materials and supplies, at average cost                              17,313,742                    17,180,136
     Prepayments                                                           1,325,479                       861,947
     Other current assets                                                    483,762                       341,702
                                                                       -------------                 -------------
                   Total current assets                                   43,479,708                    41,126,132
                                                                        ------------                  ------------
Deferred charges                                                          22,377,894                    22,067,237
                                                                        ------------                  ------------
                                                                        $519,283,217                   $518,355,537
                                                                        ============                   ============



</TABLE>


See accompanying notes to unaudited financial statements.

                       CHUGACH ELECTRIC ASSOCIATION, INC.

                               Balance Sheets

                          Liabilities and Equities
<TABLE>

                                                                        March 31, 2000           December 31, 1999
                                                                        --------------           -----------------
                                                                         (Unaudited)
<S>                                                                       <C>                        <C>

Equities and margins:
     Memberships                                                          $    970,659               $     960,808
     Patronage capital                                                     122,653,143                 117,335,481
     Other                                                                   4,222,479                   4,228,356
                                                                          ------------               -------------
                                                                           127,846,281                 122,524,645
                                                                          ------------                ------------
Long-term obligations, excluding current Installments:

     First mortgage bonds payable                                          179,542,000                 194,139,000
     National Bank for Cooperatives bonds

       Payable                                                             142,848,267                 143,011,295
                                                                          ------------               -------------
                                                                           322,390,267                 337,150,295
                                                                          ------------                ------------
Current liabilities:
     Notes payable                                                          18,000,000                           -
     Current installments of long-term debt                                  6,416,071                   6,372,405
     Accounts payable                                                        6,978,459                   9,508,851
     Consumer deposits                                                       1,096,610                   1,059,677
     Accrued interest                                                        1,565,222                   6,066,114
     Salaries, wages and benefits                                            4,196,270                   4,053,228
     Fuel                                                                    4,457,822                   4,381,304
     Other                                                                   1,786,280                   2,527,798
                                                                       ---------------                ------------
                  Total current liabilities                                 44,496,734                  33,969,377
                                                                          ------------                ------------
Deferred credits                                                            24,549,935                  24,711,220
                                                                          ------------                ------------
                                                                          $519,283,217                 $518,355,537
                                                                          ============                 ============
</TABLE>


See accompanying notes to unaudited financial statements.


<PAGE>


                    CHUGACH ELECTRIC ASSOCIATION, INC.

        Statements of Revenues, Expenses and Patronage Capital
<TABLE>

                                                                              Three months ended March 31
                                                                            2000                        1999

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

Operating revenues                                                        $40,871,074             $  39,424,237
                                                                           ----------              ------------
Operating expenses:
     Power production                                                      11,614,016                10,763,127
     Purchased power                                                        2,427,280                 1,868,522
     Transmission                                                             969,735                   672,493
     Distribution                                                           2,857,442                 2,014,368
     Consumer accounts/Service and
        Informational expense                                               1,286,755                     1,028,746
     Sales expense                                                            275,760                   347,238
     Administrative, general and other                                      4,519,116                 4,755,495
     Depreciation and amortization                                          5,753,352                 5,171,884
                                                                            ---------              ------------
             Total operating expenses                                      29,703,456                26,621,873
                                                                           ----------              ------------
Interest:
     On long-term debt                                                      6,509,705                 5,925,943
     Other                                                                     60,860                   210,070
     Charged to construction - credit                                       (429,704)                    (4,605)
                                                                            ---------             -------------
             Net interest expense                                           6,140,861                 6,131,408
                                                                            ---------              ------------
             Net operating margins                                          5,026,757                 6,670,956
                                                                            ---------              ------------
Nonoperating margins:
     Interest income                                                          191,837                   146,350
     Other                                                                    157,499                     8,985
                                                                              -------             -------------
             Total nonoperating margins                                       349,336                   155,335
                                                                              -------              ------------
             Assignable margins                                             5,376,093                 6,826,291
Patronage capital at beginning of period                                  117,335,481               109,622,996
Retirement of capital credits and
   estate payments                                                           (58,431)                   (13,643)
                                                                             --------             -------------
Patronage capital at end of period                                     $122,653,143                $116,435,644
                                                                       ==============              ============
</TABLE>

See accompanying notes to unaudited financial statements.


<PAGE>


                  CHUGACH ELECTRIC ASSOCIATION, INC.

                      Statements of Cash Flows
<TABLE>

                                                                                    Three months ended March 31
                                                                                    ---------------------------
                                                                               2000                     1999
                                                                               ----                     ----
                                                                           (Unaudited)
<S>                                                                        <C>                      <C>

Cash flows from operating activities:

Assignable margins                                                         $   5,376,093            $   6,826,291
                                                                            ------------             ------------
Adjustments to reconcile assignable margins to net cash
provided (used) by operating activities:
        Depreciation and amortization                                          5,753,352                5,171,884
       Changes in assets and liabilities:
         (Increase) decrease in assets:
        Accounts receivable                                                    2,657,313                4,362,215
        Prepayments                                                             (463,532)                (313,461)
        Materials and supplies                                                  (133,606)              (1,158,300)
        Deferred charges                                                        (310,657)              (3,733,860)
        Other                                                                   (344,554)                (216,277)
     Increase (decrease) in liabilities:
         Accounts payable                                                     (2,530,392)              (2,093,765)
         Consumer deposits                                                        36,933                   22,522
         Accrued interest                                                     (4,500,892)              (5,387,259)
         Deferred credits                                                       (161,285)              (3,539,965)
         Other                                                                  (521,958)              (1,435,233)
                                                                              ----------             ------------
               Net cash provided (used) by operating activities                4,856,814               (1,495,208)
Cash flows from investing activities:
   Extension and replacement of plant                                         (3,866,228)              (2,509,240)
   Investments in associated organizations                                       (39,300)                    (917)
                                                                         ----------------            -------------
               Net cash used in investing activities                          (3,905,528)              (2,510,157)
                                                                            -------------            -------------
Cash flows from financing activities:
   Short-term borrowings, net                                                 18,000,000                7,500,000
   Proceeds from long-term debt                                                        0               42,500,000
   Repayments of long-term debt                                              (14,716,362)             (40,840,838)
   Retirement of patronage capital                                               (58,431)                 (13,643)
   Other                                                                           3,973                  295,825
                                                                              ----------             ------------
              Net cash provided by financing activities                        3,229,180                9,441,344
                                                                               ---------                ---------
      Net increase in cash and cash equivalents                                4,180,466                5,435,979
Cash and cash equivalents at beginning of period                               4,110,030                2,312,574
                                                                             -----------              -----------
Cash and cash equivalents at end of period                                    $8,290,496               $7,748,553
                                                                              ==========               ==========
</TABLE>

See accompanying notes to unaudited financial statements.


<PAGE>






                     CHUGACH ELECTRIC ASSOCIATION, INC.

                        Notes to Financial Statements

                               March 31, 2000

                                (Unaudited)

1.   Presentation of Financial Information

     During interim periods,  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 the footnotes  contained in Chugach's Form 10-K
     when  reviewing  interim  financial  results.  The  accompanying  unaudited
     interim  financial  statements  reflect all  adjustments  which are, in the
     opinion of management, necessary to a fair statement of the results for the
     interim period presented.

     Certain  reclassifications  have been made to the 1999 financial statements
     to conform to the 2000 presentation.

2.   Lines of Credit

     Chugach  maintains a line of credit of $35 million with  National  Bank for
     Cooperatives (CoBank). The CoBank line of credit expires August 1, 2000 but
     carries an annual automatic  renewal clause. At March 31, 2000, $18 million
     was  outstanding  on this line of credit at an interest  rate of 7.16%.  In
     addition,  the  Association  has an annual  line of  credit of $50  million
     available at the National Rural Utilities  Cooperative  Finance Corporation
     (NRUCFC).  At March 31, 2000, there was no outstanding balance on this line
     of credit. The NRUCFC line of credit expires October 14, 2002.

3.   Segment Reporting

       During 1998,  Chugach  adopted the Financial  Accounting  Standards Board
       Statement  No.  131,  Disclosures  About  Segments of an  Enterprise  and
       Related   Information,   which   establishes   standards   for  reporting
       information  about a company's  operating  segments.  The Association had
       divided its operations into two reportable segments:  Energy and Internet
       service.   The  energy  segment   derives  its  revenues  from  sales  of
       electricity to residential, commercial and wholesale customers, while the
       Internet  segment  derives its revenues from provision of residential and
       commercial internet services and products.  The reporting segments follow
       the  same  accounting  policies  used  for  the  Association's  financial
       statements  and  described  in  the  summary  of  significant  accounting
       policies.  Management evaluates a segment's performance based upon profit
       or loss from operations.  Jointly used assets are allocated by percentage
       of reportable  segment usage and centrally  incurred  costs are allocated
       using factors  developed by the  Association,  which are  patterned  upon
       usage. The Internet segment began operations  during 1998, the results of
       which are  immaterial  to the  financial  statements.  The following is a
       tabulation of business  segment  information  for the quarter ended March
       31, 2000:
<TABLE>

                  Operating Revenues
<S>                                                                                  <C>

                  Internet                                                           $     315,534
                  Energy                                                             $  40,555,540
                                                                                        ----------
                    Total operating revenues                                         $  40,871,074
                                                                                        ==========
                  Assignable Margins

                  Internet                                                           $    -192,418
                  Energy                                                             $   5,568,511
                                                                                         ---------
                    Total assignable margins                                         $   5,376,093
                                                                                         =========
                  Assets

                  Internet                                                           $     680,964
                  Energy                                                             $ 518,602,253
                                                                                      ------------
                    Total assets                                                      $519,283,217
                                                                                      ============
                  Capital Expenditures

                  Internet                                                           $     135,377
                  Energy                                                             $     792,303
                                                                                           -------
                    Total capital expenditures                                       $     927,680
                                                                                           =======

</TABLE>


<PAGE>


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

                                (Unaudited)

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

For certain information concerning a Treasury rate-lock transaction entered into
by Chugach in March 1999,  reference is made to information  appearing under the
caption "Additional  Information Regarding Treasury Rate-Lock" in Item 5 of Part
II of this report.

RESULTS OF OPERATIONS

Current Year Quarter Versus Prior Year Quarter

Operating revenues,  which include sales of electric energy to retail, wholesale
and economy energy customers and other miscellaneous revenues, increased by 3.7%
for the quarter ended March 31, 2000 over the same quarter in 1999. The increase
in revenues is primarily  attributable  to higher economy energy sales to Golden
Valley  Electric   Association,   Inc.  (GVEA),  due  to  significant   problems
encountered  with the Healy Clean Coal Plant (HCCP) that  commenced in late 1999
and have  continued  into the first  quarter of 2000.  This has  forced  GVEA to
purchase much of their energy  requirements  from Chugach.  An increase in other
miscellaneous  revenue  from  first  quarter  1999  to  first  quarter  2000  is
attributed to new business venture revenues.

Retail  rates did not change in the first  quarter  2000  compared  to the first
quarter 1999. The operating  revenue  increase  mentioned  above was offset by a
decrease in wholesale  revenue due to a decrease in wholesale  demand and energy
rates.  The demand and energy rates of Homer Electric  Association,  Inc. (HEA),
declined 0.30%.  Wholesale demand and energy rates charged to Matanuska Electric
Association,  Inc. (MEA),  also declined 3.8% in the first quarter 2000 compared
to the first quarter 1999.  Wholesale  demand and energy rates charged to Seward
did not change in this  quarter  compared to the same  quarter  last year.he new
power sales agreement.

Pursuant  to  a  Settlement  Agreement  with  Alaska  Electrical   Generation  &
Transmission  Cooperative  (AEG&T/MEA/Homer),  Chugach  is  required  to grant a
refund to AEG&T/MEA/Homer retroactive to January 1, 1997 (based on the 1996 test
year filing).  A provision for wholesale rate refund of approximately  $980,000,
$993,000 and $570,000 were recorded at December 31, 1997,  December 31, 1998 and
December 31, 1999, respectively,  to accommodate certain rate adjustment clauses
contained in the Settlement Agreement.  Year-to-date March 2000 provisions total
approximately  $59,000.  The demand and energy rates based on the 1996 test year
were approved on an interim and refundable basis in June 1999. Chugach expects a
final  RCA  order in the year  2000.  In April  2000,  Chugach  refunded  to MEA
$1,809,801,  and in May 2000,  refunded to HEA $86,132.  These  represented  the
uncontested  portion of the refunds  associated  with the 1996 test year revenue
requirement.

Power  production  expense  increased  from the first  quarter 1999 to the first
quarter 2000 due to an increase in fuel prices and maintenance  costs related to
Beluga Units 3 and 5.  Purchased  power  expense also  increased for the quarter
ended March 31, 2000, compared to the same period in 1999 due to power purchases
from  Anchorage  Municipal  Light & Power in  February  and  March  2000.  These
purchases  were made to allow  maintenance on the  above-mentioned  Beluga units
without waiting for repair work to be completed on the  avalanche-damaged 115 kV
line to Kenai. Transmission and distribution expenses increased significantly in
this  period  compared  to the same  period  last year due to damage and outages
caused by avalanches resulting from severe weather. Sales expense decreased from
first quarter 1999 to the same period in 2000 due to a reduction in  advertising
expense.  Administrative,  general and other  expenses  also  decreased  for the
three-month  period  ended  March 31,  2000 as a result of the  update to the IS
clearing  process  described  above and an overall  decrease in the amount of IS
expense in 2000.

Depreciation  expense  increased in the first quarter 2000 compared to the first
quarter 1999 due to an adjustment in the first quarter 1999 for the  unitization
of a capital project.  Interest on long-term debt increased in the first quarter
2000 over the same period  last year as a result of the  issuance of CoBank 7 in
December 1999.  Interest charged to construction was higher in the first quarter
2000 due to significantly  higher  Construction Work in Progress (CWIP) balances
compared to the first  quarter 1999.  Other  interest  expense  decreased in the
first  quarter  2000 as compared to the same period in 1999 due to a decrease in
short-term borrowing activity in 2000.

Other  nonoperating  margins  were higher for the quarter  ended March 31, 2000,
compared to the same period in 1999 due to patronage  capital  credits  received
from  CoBank in the first  quarter  of 2000.  Allowance  for Funds  Used  During
Construction (AFUDC) was also higher the first quarter 2000 compared to the same
period in 1999 due to the higher CWIP balances described above.

Financial Condition

Total  assets  increased by .2% from  December  31, 1999 to March 31, 2000.  The
increase  was due  primarily  to an increase  in  electric  plant in service and
construction  work in  progress.  This was caused by the  re-powering  of Beluga
Units 6 and 7, the Cooper  Lake major  overhaul,  the  International  Generating
Terminal (IGT) auxilliary  improvement,  the lower Summit Lake transmission line
rebuild  and the fuel cell  project.  There  was also an  increase  in  accounts
receivable  caused by  wholesale  power bills that were  accrued but not paid at
March  31,  2000.  Non-utility  property  also  increased  which  was  caused by
increased  investments in the Internet Service  Provider (ISP) venture.  Notable
changes to total  liabilities  include  the  decrease  in first  mortgage  bonds
resulting  from the March bond payment and Chugach's  purchase of first mortgage
bonds.  Notes payable increased due to borrowing  activity in the latter part of
the first quarter,  that was offset by a decrease in accounts  payable.  Accrued
interest also decreased due to the March 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.  At March 31, 2000,  there
was no balance outstanding with NRUCFC; $18 million was outstanding with CoBank,
which carried an interest rate of 7.16%.

Capital  construction in 2000 is estimated at $30.8 million.  At March 31, 2000,
approximately $3.87 million has been expended.  Capital improvement expenditures
are  expected  to  increase  in the  upcoming  second and third  quarters as the
construction season begins in April and extends into October.

Chugach has negotiated a supplemental indenture (Third Supplemental Indenture of
Trust)  with  CoBank  that  previously  allowed up to $80 million in future bond
financing.  Chugach executed 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 March
31, 2000,  Chugach had bonds in the amount of $143.1 million  outstanding  under
this  financing  arrangement.  The balance is comprised of a $667  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), priced at 5.60%,  a $23.5 million bond (CoBank 4) priced at 5.60%, a
$15 million bond (CoBank 5) priced at 5.60% due in 2002,  2007 and 2012, a $42.5
million bond (CoBank 6) carrying a variable  interest rate  currently  priced at
7.40% (as of May 2000) and a $30 million  bond  (CoBank  7)  carrying a variable
interest rate currently priced at 7.40%(as of May 2000) both due in March, 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 March 31,  2000  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 2000 and thereafter.

Changes in Accounting Principles

Chugach is required to implement Statement of Financial Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging Activities (SFAS No.133),
effective January 1, 2001.  Due to the interest rate risk inherent in the
existing treasury rate lock, Chugach cannot currently determine the impact of
implementation of SFAS No. 133 on its financial condition or its results of
operations.


<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 has  participated  in national  benchmarking  projects to improve system
operations. Studies have focused on mailroom operations,  remittance processing,
new  service   connections,   system  reliability  and  power  production.   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.

Chugach has  implemented  strategic  alliances in the purchasing and warehousing
areas. These alliances are designed to improve  efficiency and thus,  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
have opposed  Chugach's  efforts to develop  competition  and are  attempting to
create exclusive service territories.  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 operates with three divisions:  Finance and Energy Supply,  Transmission
and Distribution Network Services,  and Retail Services.  Chugach operates a key
account  program for larger  customers and is developing new services to enhance
existing customers' satisfaction.

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

Chugach's labor  negotiations under its three collective  bargaining  agreements
with the International  Brotherhood of Electrical Workers Local 1547 (IBEW) have
concluded  and most of the issues were  resolved  subsequent  to the issuance in
February  and  in  April  of  the  fact-finding   recommendations  of  the  fact
finder/arbitrator. A final decision by the arbitrator as a result of the binding
arbitration  hearing,  which occurred in March 2000 on the remaining  issues, is
anticipated in mid to late May.

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

Environmental Matters

Chugach has discovered polychlorinated biphenyls (PCB's) in paint and greases at
the Cooper Lake  Hydroelectric  plant,  which is undergoing a turbine  overhaul.
Chugach is working with the  Environmental  Protection  Agency (EPA) to devise a
method of dealing with the contamination. Meanwhile, the overhaul is continuing.

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 engage in trading
market risk sensitive instruments for speculative purposes.

Interest rate risk - As of March 31, 2000, except for CoBank 6 and 7 which carry
variable interest rates that are periodically  repriced,  Chugach's  outstanding
borrowings  were  at  fixed  interest   rates.   The  following  table  provides
information regarding cash flows (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               $  156    $6,430   $99,410      $5,041    $5,502    $212,267    $328,806       $340,192
</TABLE>

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.


<PAGE>



                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings

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

Reference  is made to Item 3,  Part I of the Form  10-K  filed by  Chugach  with
respect  to the  annual  report for the period  ending  December  31,  1999 with
respect to this litigation.

On April 17, 2000,  the Superior  Court granted a motion filed by Chugach adding
the Regulatory  Commission of Alaska ("RCA") as a party. The court has postponed
oral  argument on the summary  judgement  motions  until June 22, 2000, to allow
time for the RCA to brief  issues  relating  to the RCA's  authority  to enforce
provisions of the wholesale power agreement between Chugach and MEA.

Note that the name of this case has been corrected  from the previous  report to
reverse the order of the parties.

Chugach Electric Association, Inc. v. Alaska Public Utilities Commission
3AN-98-11548 CI
--------------------------------------------------------------------------------

Reference  is made to Item 1,  Part I of the Form  10-K  filed by  Chugach  with
respect to the annual  report for the period  ending  December  31,  1999,  with
respect to competition.  On April 15, 2000, the Superior Court ruled in favor of
the State in the appeal Chugach had taken of the agency decision  requiring that
Chugach obtain prior permission from the Regulatory  Commission via a request to
expand  its  service  territory  authorized  under  its  Certificate  of  Public
Convenience  and Necessity  before  seeking to serve  customers in the Anchorage
Municipal  Light & Power  ("ML&P")  service  territory.  Chugach will appeal the
decision to the Alaska Supreme Court which will review the agency  decision on a
de novo basis.

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

Reference is made to the discussion of this matter in Item 3, Part I of the Form
10-K filed by Chugach  with respect to the annual  report for the period  ending
December 31, 1999. No material  changes have  occurred  since the last report on
this matter.

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

Reference is made to the discussion of this matter in Item 3, Part I of the Form
10-K filed by Chugach  with respect to the annual  report for the period  ending
December 31, 1999. No material  changes have  occurred  since the last report on
this matter.

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

Additional Information Regarding Treasury Rate-Lock

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 March 31, 2000,  the aggregate  principal  amount of Series A
Bonds due 2022 was $174,310,000.  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,  on the
same date,  Chugach will 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 fair value of the treasury rate lock agreement on May 2, 2000,  approximated
$7,455,000.

Patronage Capital

Chugach has an approved Equity Management Plan, which establishes in general,  a
ten-year  (for  wholesale  customers)  and  twenty-year  (for retail  customers)
capital   credit   retirement  of  patronage   capital  based  on  the  members'
proportionate  contribution to Association  assignable  margins.  On January 19,
2000,  the Board of  Directors  passed a  resolution  putting  all  members on a
15-year rotation.

Other Assets

Chugach is a  participant  in the Bradley Lake  Hydroelectric  Project  (Bradley
Lake), which is a 90 MW hydroelectric facility near Homer on the southern end of
the Kenai  Peninsula that was placed into service in September 1991. The project
was  financed  and built by AEA through  grants from the State of Alaska and the
issuance of $166 million  principal  amount of revenue bonds  supported by power
sales agreements with six electric utilities that will share the output from the
facility  (Chugach,  AML&P,  Homer and MEA  (through  AEG&T),  GVEA and Seward).
Effective August 12, 1993, AEA became part of the Alaska Industrial  Development
and Export Authority (AIDEA). Chugach and the other participating utilities have
entered  into  take-or-pay  power  sales  agreements  under  which  AEA has sold
percentage shares of the project capacity and the utilities have agreed to pay a
like percentage of annual costs of the project (including  ownership,  operation
and  maintenance  costs,  debt-service  costs and  amounts  required to maintain
established  reserves).  Under these  take-or-pay  power sales  agreements,  the
purchasing  utilities  have  agreed to pay all  project  costs  from the date of
commercial operation even if no energy is produced.  The length of the agreement
is fifty  years  from the date of  commercialization  or when the  revenue  bond
principal is repaid, whichever is the longer.

In April 2000, AEA issued  $47,710,000 of Power Revenue Refunding Bonds,  Fourth
Series, for the purpose of refunding $46,235,000 of the Second Series Bonds. The
refunded  Second  Series Bonds have a call date of July 1, 2000.  The  refunding
resulted in  percentage  savings of 7.58%.  This  produced a Net  Present  Value
savings to the participating utilities of approximately $3,505,000.

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits:

     Bylaws of the Registrant (as amended April 27, 2000).

     Ninth Supplemental  Indenture of Trust dated as of April 25, 2000, by and
     between Chugach Electric Association,  Inc. and Security Pacific Bank
     Washington, N.A.

     Financial Data Schedule

     (b)  Reports on Form 8-K:

         No reports on Form 8-K were filed for the quarter ended March 31, 2000.


<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:    May 12, 2000

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

                                   Date:    May 12, 2000


<PAGE>


EXHIBITS

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

Exhibit

Number    Description                                                       Page

3.2       Bylaws of the Registrant (as amended April 27, 2000)                20

4.10      Ninth Supplemental Indenture of Trust dated as of April 25, 2000,
          by and between Chugach Electric Association, Inc. and Security
          Pacific Bank Washington, N.A.                                       32

27        Financial Data Schedule                                             **