March 19, 1999



Ms. Diana Woodard, CCTS
Relationship Specialist
US Bank - Corporate Trust Services
601 Union Street, Suite 2120
Seattle, WA 98101

Subject:          Request for Execution and Delivery of CoBank-6 Bond

Dear Ms. Woodard:

Enclosed are the following original documents, including attachments, in 
connection with the CoBank-6 bond in the amount of $42,500,000:

                  Opinion of Counsel,
                  Board Resolution,
                  First Mortgage Bond,
                  Certificate as to Bondable Additions No. 6,
                  Available Margins Certificate, and
                  Officers Certificate.

I have also enclosed a set of these documents for your files.  Please execute 
the bond anddeliver it to the attention of John McFarlane at CoBank, P.O. Box 
5110, Denver, Colorado 80217.  Would you also please provide Chugach a copy of 
the executed bond for our files.

Thank you for your assistance in this transaction.

Sincerely,


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

Enclosures                                                                     


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March 19, 1999



U.S.Bank Trust, National Association
601 Union Street, Suite 2120
Seattle, Washington  98101

Attention: Diana Woodard

Re:      Opinion of Counsel and Title Evidence in connection
         with issuance of First Mortgage Bond, CoBank Series

Ladies and Gentlemen:

This letter constitutes the opinion of General Counsel for Chugach Electric 
Association, Inc.("Chugach") pursuant to Sections 5.01C, 5.01E, 5.02(5), 
5.02(6), 5.02(7) and 5.03D of the Indenture of Trust dated as of 
September 15, 1991 between Chugach and U.S.Bank Trust, National Association, 
successor-in-interest to First Trust National Association, 
successor-in-interest to Security Pacific Bank Washington, N.A., as Trustee 
(the "Trustee") (as amended by the First, Second, Third, Fourth, Fifth, Sixth, 
Seventh and Eighth Supplemental Indentures thereto, dated March 17, 1993, 
May 19, 1994, June 29, 1994, March 1, 1995, September 6, 1995, April 3, 1996,
June 1, 1997, and February 4, 1998 respectively, the "Indenture of Trust")
and the terms used in this opinion shall have the meanings established therein.
I have based my opinion on my review of the following records and documents
associated with the issuance of a First Mortgage Bond, CoBank Series, No. 
CoBank-6, in the original principal amount of $42,500,000 Dollars (the "Bond") 
pursuant to the Third Supplemental Indenture of Trust dated June 29, 1994 as 
amended by the Seventh Supplemental Indenture of Trust dated as of June 1, 1997 
(the "CoBank Supplemental Indenture"), which review is in my opinion sufficient 
to enable me to express an informed opinion on the matters discussed in this 
letter:

         The Bond;

         Indenture of Trust;

         Credit Agreement between Chugach and National Bank for Cooperatives
         (predecessor to CoBank, ACB)("CoBank") dated June 22, 1994 as amended 
         by Amendment No. 1 to National Bank for Cooperatives Credit Agreement 
         dated June 1, 1997;


<PAGE>
U.S. Bank, N.A., as Trustee
March 19, 1999
Page 2


         Board Resolution dated March 19, 1999, authorizing the issuance of a 
         First Mortgage Bond to CoBank pursuant to the CoBank Supplemental 
         Indenture;

         Officers' Certificate dated March 19, 1999, signed by the General 
         Manager and the Executive Manager, Finance and Planning;

         Available Margins Certificate dated March 19, 1999;

         Certificate as to Bondable Additions No. 6 dated March 19, 1999;

         The articles of incorporation of Chugach (including all amendments 
         thereto); and

         The bylaws of Chugach as in effect on the date hereof.

Based on my review of the above records and my knowledge of Chugach as General
Counsel, I am of the opinion that:

         (1)      no tax, recording or filing law requirements apply to the 
                  issuance of the Bond;

         (2)      no authorization, approval or consent by any Federal, state 
or other governmental regulatory agency is required for the issuance of the 
Bond;

         (3)      all conditions precedent provided for in the Indenture of
Trust relating to the authentication and delivery of the Bond to CoBank have 
been complied with;

         (4)      the Bond, when executed by Chugach and authenticated and 
delivered by the Trustee and when issued by Chugach will be the legal, valid and
 binding obligation of Chugach enforceablein accordance with its terms and the 
terms of the Indenture of Trust (subject to bankruptcy,insolvency, fraudulent 
transfer, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles) and
 entitled to the benefits of and secured by the lien of the Indenture of Trust 
equally and ratably with all other Outstanding Secured Bonds;

         (5)      none of the Trust Estate is subject to any Prior Lien other
than Prior Liens permitted by Section 14.06 of the Indenture of Trust;

         (6)      Except as noted below, no instruments, other than the 
Indenture of Trust, are necessary to vest in the Trustee as a part of the Trust 
Estate all right, title and interest of Chugach in and to all Property Additions
to which the Certificate as to Bondable Additions refers.  Chugach will prepare 
a Supplemental Indenture of Trust, the purpose of which is to provide record 
notice of


<PAGE>
U.S. Bank, N.A., as Trustee
March 19, 1999
Page 3


the application of the lien of the Indenture to two parcels of real property 
acquired January 31, 1999 and February 1, 1999 for $7,500 each.  Chugach intends
 to submit the Supplemental Indenture ofTrust and a resolution approving it to 
its Board of Directors during 1999.  Chugach will record it inthe necessary 
Recording Districts after execution.  In addition, Chugach sold a parcel of real
 property December 23, 1998 for $9,920 for which it will seek release from the 
lien of the Indenture;

         (7)      with respect to all Property Additions to which the 
Certificate as to Bondable Additions refers that are located or constructed on, 
over or under public highways, rivers, waters or other public property, Chugach 
has the lawful right under permits or franchises granted by a governmental body 
having jurisdiction in the premises or by law to maintain and operate such
Property Additions for an unlimited, indeterminate or indefinite period of time 
or for the period, if any, specified in such permit, franchise or law, and to 
remove such property at the expiration of the period covered by such permit, 
franchise or law, or the terms of such permit, franchise or law require any
public authority having the right to take over such property to pay fair 
consideration therefor.

         (8)      Chugach has corporate power to own and operate all Property 
Additions to which the Certificate as to Bondable Additions refers;

         (9)      the Indenture of Trust is a lien upon all Property Additions 
described in the Certificate as to Bondable Additions (except such as have been 
Retired) free and clear of any Prior Liens except to the extent otherwise 
provided in Section 6.02D(2) of the Indenture of Trust;

         (10)     the documents which have been or are herewith delivered to the
 Trustee conform to the requirements of the Indenture of Trust for an
Application for the authentication and delivery of the Bond and, upon the basis 
of the Application, all conditions precedent provided for in the Indenture of 
Trust relating to authentication and delivery of the Bond have been complied 
with;

         (11)     Chugach has title to the Property Additions described in the 
Certificate as to Bondable Additions (except as have been Retired), free and
clear of any Prior Liens (except to the extent otherwise permitted by the 
proviso to Section 6.02D(2) of the Indenture of Trust and except for Permitted
Encumbrances), and Chugach has duly obtained any easements or rights-of-way 
which are described in the Certificate as to Bondable Additions, subject only to
 Permitted Encumbrances; and,

         (12)     to the extent Chugach's Application for authentication and 
delivery of the Bond is based on satisfaction of the conditions described in 
Section 5.03 of the Indenture of Trust, the evidence of repurchase of Bonds that
 has been delivered to the Trustee conforms to the requirements of the Indenture
 of Trust and, upon the basis of the relevant Application, the conditions 
precedent to authentication and delivery of the Bond under Article Five of the 
Indenture of Trust have been satisfied.



<PAGE>
U.S. Bank, N.A., as Trustee
March 19, 1999
Page 4

Pursuant to the definition of "Title Evidence" contained in Section 1.01 of the 
Indenture of Trust, each of the foregoing opinions to the effect that Chugach 
has title to any portion of the Trust Estate shall be deemed to be an opinion 
only that Chugach has such title as in my opinion is satisfactory for the use 
thereof in connection with its operations and is qualified by and subject to any
 irregularity or deficiency in the record evidence of title which, in my
opinion, can be cured by proceedings within the power of Chugach or does not 
substantially impair the usefulness of such property for the purposes of 
Chugach.

This opinion is limited to the federal laws of the United States of America and 
the laws of the State of Alaska, and I disclaim any opinion as to the laws of
any other jurisdiction.

This opinion is rendered to you in connection with the issuance of the Bond and 
is solely for your benefit.  This opinion may not be relied upon by any other 
person, firm, corporation or other entity without my prior written consent.  
I disclaim any obligation to advise you of any change of law that occurs, or any
 facts of which I become aware, after the date of this opinion.

Sincerely,

CHUGACH ELECTRIC ASSOCIATION, INC.


/s/ Donald W. Edwards
Donald W. Edwards
General Counsel

I:\cobnk425.ltr


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         WHEREAS, the Board of Directors has previously approved and Chugach 
Electric Association, Inc. ("Chugach") has entered into a Third Supplemental 
Indenture of Trust dated as of June 29, 1994 between Chugach and Seattle-First 
National Bank ("Third Supplemental Indenture") amending and supplementing that 
Indenture of Trust dated as of September 15, 1991 (as heretofore amended, the 
"Indenture") and establishing a new series of bonds to be designated First 
Mortgage Bonds, CoBank Series, to be issued to Cobank, ACB (successor by merger 
to National Bank for Cooperatives ("CoBank") pursuant to a Credit Agreement 
dated June 22, 1994, as amended by Amendment No. 1 to National Bank for 
Cooperatives Credit Agreement dated June 1, 1997, from time to time to secure 
advances made by CoBank, and the Third Supplemental Indenture has been amended 
by the Seventh Supplemental Indenture of Trust dated as of June 1, 1997 (the 
Third Supplemental Indenture as so amended, the "CoBank Supplemental 
Indenture");

         WHEREAS, it is in the best interest of Chugach for the Board of 
Directors to authorize the issuance of a bond to CoBank under the CoBank 
Supplemental Indenture for the purpose of securing indebtedness for 
$42,500,000.00.

         NOW THEREFORE BE IT RESOLVED, that the Board of Directors hereby 
requests the authentication and delivery of a First Mortgage Bond, CoBank 
Series (designated CoBank-6), in the principal amount of $42,500,000.00, 
under Sections 5.02 and 5.03 of the Indenture;

         BE IT FURTHER RESOLVED, that the President, Vice President, Treasurer,
Secretary, General Manager and Executive Managers of Chugach, or any of them 
(the "Officers and Managers") are and each of them hereby is, authorized, 
empowered and directed, for and on behalf of Chugach, to execute and deliver, 
1) the First Mortgage Bond, CoBank Series, No. CoBank-6, in the amount of 
$42,500,000.00, to bear interest at the CoBank Fixed Rate Option
in substantially the form attached hereto, and 2) any Company Request, 
Application, Company Order or other document or instrument that such person 
deems necessary or desirable in connection with the issuance of such bond;

         BE IT FURTHER RESOLVED, that the execution by such Officers and 
Managers of the said Bond, instrument or other document and the doing by them of
 any act in connection with the foregoing matters shall conclusively establish 
their authority therefor from Chugach.

                                                   CERTIFICATION

         I, Pat Jasper, do hereby certify that I am President of Chugach 
Electric Association, Inc., an electric non-profit cooperative membership 
corporation organized and existing under the laws of the State of Alaska; that 
the foregoing is a complete and correct copy of a resolution adopted at a 
meeting of the Board of Directors of this corporation, duly and properly called 
and held on the 17th day of March, 1999, that a quorum was present at the 
meeting; that the resolution is set forth in the minutes of the meeting and has 
not been rescinded or modified.

         IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the 
seal of this corporation this 19th day of March, 1999.

(SEAL)                                                                         
                                                        /s/ Patricia B. Jasper
                                                          President


<PAGE>
    
    






         THIS FIRST MORTGAGE BOND, CoBANK SERIES, HAS NOT BEEN AND WILL NOT BE
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
         BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED WITHOUT
         REGISTRATION UNDER SUCH ACT OR IN RELIANCE UPON AN APPLICABLE
         EXEMPTION FROM REGISTRATION UNDER SUCH ACT.

                                        Chugach Electric Association, Inc.
                               First Mortgage Bond, CoBank Series, Due 3/15/2002

No. CoBank-6                                                      $42,500,000.00

         Chugach Electric Association, Inc., an Alaska electric cooperative 
(herein called the "Company", which term includes any successor corporation 
under the Indenture hereinafter referred to), for value received, hereby 
promises to pay to CoBank (the "Lender"), or registered assigns, (1) the 
principal sum of $42,500,000.00 Dollars, (2) interest (computed on the basis of 
a 360 day year) thereon, from the date of issuance, at the rate or rates 
hereafter provided for, which interest shall be payable on each Regular Interest
 Payment Date with respect to the principal balance Outstanding from time to 
time during the calendar month most recently ended prior to such Regular
Interest Payment Date, and (3) a Redemption Premium in the amounts (if any)
hereinafter provided. The interest so payable, and punctually paid or duly 
provided for, on any Interest Payment Date will, as provided in the Indenture
described on the reverse hereof, be paid to the Person in whose name this Bond 
(or one or more predecessor Bonds) is registered at the close of business on the
 Regular Record Date (as defined below) for such interest. Any such interest not
 so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may be paid to the Person in whose 
name this Bond (or one or more Predecessor Bonds) is registered at the close of 
business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Bonds of
 this series not less than 10 days prior to such Special Record Date.

         Payments of the principal of (and premium, if any) and interest on this
 Bond shall be made to the Holder hereof by wire transfer of immediately 
available funds. Wire transfers will be made to ABA #307088754 for advice to and
 credit of CoBank (or to such other account as the Holder hereof may designate 
by notice) and shall be in time to be received prior to 1:00 p.m., Alaska time, 
on the date each payment is due.

         This Bond will mature on the dates stated above. Interest only shall be
 due until the first Principal Payment Date. The principal amount of this Bond 
shall be repaid in accordance with the following amortization schedule:

              Date 03/15/2002 Principal Amount Due $42,500,000
 
         Reference is hereby made to the further provisions of this Bond set 
forth on the reverse hereof, which further provisions shall for all purposes 
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Bond 
shall not be entitled to any benefit under the Indenture or be valid or 
obligatory for anypurpose.

         IN WITNESS WHEREOF, the Company has caused this Bond to be duly 
executed.

Dated:   March 19, 1999                       CHUGACH ELECTRIC ASSOCIATION, INC.


Attest:/s/ Patricia B. Jasper             By:/s/ Eugene N. Bjornstad
           President                          Authorized Officer


<PAGE>




         This Bond is one of a duly authorized issue of Bonds of the Company 
designated as its "First Mortgage Bonds" (herein called the "Bonds"), issued and
 to be issued in one or more series under, all equally and ratably secured by,
an Indenture of Trust, dated as of September 15, 1991, (herein together with the
 First Supplemental Indenture of Trust, dated as of March 17, 1993, the Second 
Supplemental Indenture of Trust dated as of May 19, 1994, the Third Supplemental
 Indenture of Trust dated as of June 29, 1994, the Fourth Supplemental Indenture
 of Trust dated as of March 1, 1995, the Fifth Supplemental Indenture of Trust 
dated as of September 6, 1995, the Sixth Supplemental Indenture of Trust dated 
as of April 3, 1996, the Seventh Supplemental Indenture of Trust dated as of 
June 1, 1997, and the Eighth Supplemental Indenture of Trust dated as of 
February 4, 1998, called the "Indenture"), between the Company and U.S.Bank 
Trust, National Association (successor-in-interest to First Trust National 
Association, successor-in-interest to Security Pacific Bank Washington, N.A.), 
as trustee (herein called the "Trustee", which term includes any successor 
trustee under the Indenture), to which Indenture reference is hereby made for a
statement of the description of the properties thereby mortgaged, pledged and 
assigned, the nature and extent of the security and the respective rights, 
limitations of rights, duties and immunities thereunder of the Company, the 
Trustee and the Holders of the Bonds and of the terms upon which the Bonds are, 
and are to be, authenticated and delivered. This Bond is one of the series and
maturity designated on the face hereof.

         This Bond is subject to redemption at any time, upon at least twenty 
(20) Business Days (as hereinafter defined) notice to the Holder hereof, as a
whole or in part in multiples of $1,000, at the election of the Company, at a 
Redemption Price equal to 100% of the principal amount being redeemed plus the 
Redemption Premium (as defined below), if any, with respect to the principal
amount hereof being redeemed, together with accrued interest to the Redemption 
Date on the principal amount being redeemed, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
Holder of this Bond, or one or more Predecessor Bonds, of record at the close of
 business on the relevant Record Dates.

         The Company has selected the Fixed Rate Option set forth in (B) below 
for an initial period of 30 days at an interest rate of ______ % per annum:


                  (A) Variable Rate Option.  Except as provided below, the 
unpaid principal balance of this CoBank Bond shall bear interest at a rate per 
annum equal at all times to the National Variable Rate (as hereinafter defined)
 plus 25 basis points. For purposes hereof, the National Variable Rate shall 
mean the rate of interest established by CoBank from time to time as its
National Variable Rate. The National Variable Rate is intended by CoBank to be a
 reference rate, and CoBank may charge other borrowers rates at, above, or below
 that rate. Any change in the National Variable Rate shall take effect on the 
date established by CoBank as the effective date of such change, and CoBank 
agrees to notify the Company promptly after any change in the rate.

                  (B) Fixed Rate Option.  From time to time at the request of
the Company, the rate of interest charged on this CoBank Bond may be fixed at a 
rate to be quoted by CoBank in its sole and absolute discretion. Under this 
option, individual amounts may be fixed for periods ranging from thirty (30)
days to the life of the CoBank Bond, and the minimum aggregate principal amount
of CoBank Bonds on which the interest rate may be fixed at any one time shall 
be $100,000. However, rates may only be fixed for periods which expire on a 
Business Day, and shall take into account repayments of principal in accordance 
with the amortization schedule. Upon the expiration of any fixed rate period, 
interest shall automatically accrue at the rate set forth in (A) above, unless 
the amount fixed is repaid or the Company fixes the rate for an additional 
period.

         Until the principal hereof is completely repaid whether by reason of 
maturity or redemption, interest on this Bond not theretofore paid shall be 
payable, in arrears, on each Interest Payment Date with respect to the principal
 balance outstanding from time to time during the Interest Period to which such 
Interest Payment date relates. Interest shall be calculated on the actual number
 of days this Bond is outstanding on the basis of a year consisting of 360 days.
 In calculating interest, the first day of each period for which interest is 
calculated shall be included and the day on which interest is paid shall be 
excluded.

         If prior to maturity of this Bond the Company fails to make any payment
 required to be made hereunder or under the terms of the Credit Agreement, then 
at the Holder's option in each instance, such payment shall bear interest from 
the date due to the date such amount is paid in full at the Default Rate (as 
hereafter defined). After maturity, whether by reason of acceleration or 
otherwise, the entire indebtedness under this Bond shall automatically bear 
interest at the Default Rate. All interest provided for in this provision shall 
be payable on demand.

         If an Event of Default with respect to the Bonds shall occur and be 
continuing, the principal of the Bonds may be declared due and payable in the 
manner and with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
 amendment thereof and the modification of the rights and obligations of the 
Company and the rights of the Holders of Bonds under the Indenture at any time 
by the Company with the consent of the Holders of a majority in aggregate 
principal amount of Bonds of all series at the time outstanding affected by such
 modification. The Indenture also contains provisions permitting the Holders of 
a majority in principal amount of Bonds at the time Outstanding, on behalf of 
the Holders of all Bonds to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and 
their consequences. Any such consent or waiver by the Holder of this Bond shall 
be conclusive and binding upon such Holder and upon all future Holders of this 
Bond and of any bond issued upon the registration of transfer hereof or in 
exchange hereof or in lieu hereof, whether or not notation of such consent or 
waiver is made upon this Bond.

         No reference herein to the Indenture and no provisions of this Bond or 
of the Indenture shall alter or impair the obligation of the Company, which is 
absolute and unconditional, to pay the principal of (and premium, if any) and 
interest on this Bond at the times, places and rates, and in the coin or 
currency, herein provided.

         Pursuant to Section 34.20.160 of the Alaska Statutes, notice is hereby 
given that the Company is personally obligated and fully liable for the amount 
due under this Bond and the Holder of this
Bond has the right to sue on this Bond and obtain a personal judgment against
the Company for satisfaction of the amount due hereunder either before or after 
a judicial foreclosure of the lien of the Indenture under Sections 09.45.170 
through 09.45.220 of Alaska Statutes.

         As provided in the Indenture and subject to certain limitations therein
 set forth, the transfer of this Bond is registrable in the Bond Register. Upon 
surrender of this Bond for registration of transfer at the office or agency of 
the company in Anchorage, Alaska, duly endorsed by, or accompanied by a written 
instrument of transfer in form satisfactory to the Company and the Bond 
Registrar duly executed by the Holder hereof or the Holder's attorney duly 
authorized in writing, one or more new Bonds of this series, of authorized 
denominations and for the same aggregate principal amount, will be issued to the
 designated transferee or transferees.

         The Bonds of this series are issuable only in registered form without 
coupons in denomination of $1,000 and any integral multiple thereof. As provided
 in the Indenture and subject to certain limitations therein set forth, Bonds of
 this series are exchangeable for a like aggregate principal amount of Bonds of 
this series of a different authorized denomination, but of the same maturity and
 interest rate or interest rate formula, as requested by the Holder surrendering
 the same.

         No service charge shall be made for any such registration of transfer 
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Bond for registration of transfer, the
 Company, the Trustee and any agent of the Company or the Trustee may treat the 
Person in whose name this Bond is registered as the owner hereof for all 
purposes, whether or not this Bond is overdue, and neither the Company, the 
Trustee nor any such agent shall be affected by notice to the contrary.

         As used herein, the term:

         "Business Day" means any day on which CoBank and the Trustee are open 
          for business.

         "CoBank" means CoBank, ACB (as successor to National Bank for 
          Cooperatives by virtue of merger).

         "CoBank Bond" means a First Mortgage Bond, CoBank Series.

         "Credit Agreement" means that Credit Agreement secured hereby dated as 
          of June 22, 1994, as amended by Amendment No. 1 to National Bank for 
          Cooperatives Credit Agreement dated June 1, 1997 between CoBank and 
          the Company, as the same may be amended from time to time, or such 
          other Credit Agreement as may hereafter exist between CoBank and the 
          Company relating to the issuance of CoBank Bonds.

         "Default Rate" means 4% per annum in excess of the rate or rates that 
          would otherwise be in effect.

         "Interest Payment Date" with respect to any CoBank Bond means a Regular
           Interest Payment Date with respect to such Bond.

         "Interest Period" means a calendar month.

         "Maturity Date" with respect to this CoBank Bond means the due date set
           forth on the face hereof.

         "National Variable Rate" shall mean the rate of interest established by
          CoBank from time to time as its National Variable Rate. The National 
          Variable Rate is intended by CoBank to be a reference rate, and CoBank
           may charge other borrowers rates at, above, or below that rate.

         "Principal Payment Date" with respect to this CoBank Bond means each 
          date on which a payment of principal is required to be made on this 
          CoBank Bond pursuant to the amortization schedule set forth on the
          face hereof.

         "Redemption Premium" with respect to this CoBank Bond means the premium
           due upon the redemption or repricing of any portion of this CoBank 
          Bond then subject to a fixed rate of interest calculated by CoBank in 
          accordance with its methodology and equal to the present value of the 
          difference between: (A) the amount of interest which would have 
          accrued on such portion during the remainder of the applicable fixed 
          rate period; less (B) the amount of interest that CoBank would earn if
          such portion were reinvested for the remaining fixed rate period in 
          U.S. Treasury obligations having a weighted average life approximately
          equal to the remaining fixed rate period. For the purpose of 
          calculating present value, the discount rate will be the rate of 
          interest accruing on the U.S. Treasury obligations selected in (B) 
          above.

         "Regular Interest Payment Date" with respect to this CoBank Bond means 
          the 20th day of each calendar month.

         "Regular Record Date" for the payment of interest on this CoBank Bond 
          payable, and punctually paid or duly provided for, on any Interest 
          Payment Date means the last day (whether or not a Business Day) of the
          calendar month next preceding such Interest Payment Date.

         All other capitalized terms used in this Bond shall have the meanings 
         assigned to them in the Indenture.

                       TRUSTEE'S CERTIFICATE OF AUTHENTICATION
                                FOR CoBANK BONDS

         This is one of the Bonds of the series designated therein referred to 
in the within-mentioned Indenture.

                                           U.S.BANK TRUST, National Association,
                                           as Trustee
 


 
                                           By:/s/ Dawnita Brown                
                                           Authorized Signatory


<PAGE>


                 CERTIFICATE AS TO BONDABLE ADDITIONS NO. 6
      (Re Application for Authentication and Delivery of Bond CoBank-6)

         Pursuant to Section 5.02 of the Indenture of Trust dated as
of September 15, 1991 from Chugach Electric Association, Inc.
(the "Company") to Security Pacific Bank Washington, N.A., as
trustee, as modified and supplemented by Supplemental Indentures
No. 1, 2, 3, 4, 5, 6 and 7 thereto dated March 17, 1993, May 19,
1994, June 29, 1994, March 1, 1995, September 6, 1995, April 3,
1996 and June 1, 1997, respectively (the "Indenture"), and in
connection with the Company's request for authentication and
delivery of an additional Bond No. CoBank-6, the undersigned
hereby make this Certificate of Bondable Additions.  Capitalized
terms not otherwise defined herein have the meanings assigned to
them in the Indenture.

(a)      The balance of Bondable Additions stated in item 9 of the
         most recent (September 30, 1997) Summary of Certificate as
         to Bondable Additions heretofore filed with the Trustee as
         the balance of Bondable Additions to remain after the action
         then applied for, is $59,412,585 (item 1 in the Summary of
         Certificate as to Bondable Additions set forth below (the
         "Summary")).

(b)      The Amount (item 2 in the Summary) of Property Additions,
         not described in any previous Certificate as to Bondable
         Additions, acquired during the period from October 1, 1997
         through January 31, 1999, is $16,045,300.  Such Property
         Additions are described in reasonable detail on Attachment 1
         hereto, and:

         i)       have not been included in any previous Certificate as
                  to Bondable Additions;

         ii)      do not include Acquired Facilities or assets acquired
                  and paid for in whole or in part through the transfer
                  or delivery of securities or other property; and

         iii)     are listed in Attachment 1 at Cost, which in the
                  opinion of the undersigned is equal to their Fair Value
                  to the Company.

(c)      The aggregate amount (item 3 in the Summary) of all
         Retirements during the period from October 1, 1997, through
         January 31, 1999, is $4,465,823.

(d)      There are no credits (item 4 of the Summary) against
         Retirements.

(e)      The excess (item 6 in the Summary) of the Amount of Property
         Additions shown in (b) above (item 2 of the Summary) over
         the net amount of Retirements (item 5 of the Summary) is
         $11,579,477, which is the amount of the net Bondable
         Additions now being certified.

(f)      The sum (item 7 of the Summary) of the amount shown pursuant
         to clause (a) above (item 1) and the net amount of Bondable


<PAGE>

         Additions now being certified shown in clause (e) (item 6)
         above is $70,992,062.

(g)      The total amount (item 8 in the Summary) of Bondable
         Additions being used in connection with authentication and
         delivery of the additional Bond whose authentication and
         delivery are now being applied for under Section 5.02 of the
         Indenture is calculated as the bonds currently being applied
         for times 110% or $42,500,000 x 110% = $46,750,000.

(h)      The balance (item 9 in the Summary) of the Bondable
         Additions that will remain after the granting of the
         Application now being made is $24,242,062.

(i)      With respect to the Property Additions described in this
         Certificate:

         i)       such Property Additions are desirable in the conduct of
                  the business of the Company;

         ii)      the allocation of the Cost to the Company of such
                  Property Additions to each account is, in the opinion
                  of the undersigned, proper; and

         iii)     the balance of the Bondable Additions to remain after
                  the action applied for plus the Cost to the Company or
                  the Fair Value to the Company, whichever is less, of
                  uncertified Property Additions is at least equal to the
                  aggregate amount of uncertified Retirements.

(j)      The allowances or charges (if any) for interest, taxes,
         engineering, legal expenses, superintendence, insurance,
         casualties and other items during construction (or in
         connection with the acquisition of Property Additions) which
         are included in the Cost to the Company of such of the
         Property Additions described in this Certificate as were
         constructed or acquired by or for the Company have been
         charged and are properly chargeable to fixed plant accounts
         in accordance with Accounting Requirements and are, in the
         opinion of the signers, proper in respect of the Property
         Additions specified;

(k)      No portion of the Cost to the Company of the Property
         Additions described in this Certificate should properly have
         been charged to maintenance or repairs and no expenditures
         are included in this Certificate which under Accounting
         Requirements are not properly chargeable to fixed plant
         accounts.

(l)      The terms used in this Certificate which are defined in the
         Indenture are used as defined in the Indenture.




<PAGE>

            Summary of Certificate as to Bondable Additions No. 6

         The undersigned certify the following to be a true summary
of this Certificate:

Start with:

1.       The balance of Bondable Additions
         remaining after the action applied for
         in the previous Certificate (Certificate
         No.5)......................................................$59,412,585

Then take the new gross Property Additions as
shown in item 2 below:

2.       Amount of additional Property Additions
         now certified, being the Amount of all
         or some Property Additions in the period
         from October 1, 1997 through January 31,
         1999 (none of which has been certified
         in any previous Certificate as to
         Bondable Additions).........................................$16,045,300

Then determine the deductions for Retirements
by deducting item 4 below from item 3 below
to produce item 5:

3.       The aggregate amount of all Retirements.....................$ 4,465,823

4.       The sum of the credits against
         Retirements..........................................................$0

5.       The net amount of Retirements to be
         deducted....................................................$ 4,465,823

Then determine the net Bondable Additions now
being certified by deducting item 5 from item
2 to produce item 6:

6.       Net Bondable Additions now being
         certified...................................................$11,579,477

Then add item 1 and item 6 to produce item 7:

7.       Total Bondable additions available for
         the action applied for......................................$70,992,062

Deduct item 8 from item 7 to produce item 9:

8.       Bondable Additions now being used...........................$46,750,000

9.       Balance of Bondable Additions to remain
         after the action applied for. . . . . ......................$24,242,062




<PAGE>

Dated March 19, 1999





                                      /s/Michael R. Cunningham
                                      Michael R. Cunningham
                                      Title:  Principal Accounting Officer
                                              (Accountant)



                                     /s/Evan J. Griffith, Jr.                   
                                      Evan J. Griffith, Jr.
                                      Title:  Principal Financial Officer



                                     /s/ Eugene N. Bjornstad                   
                                      Eugene N. Bjornstad
                                      Title:  General Manager
                                              (Engineer)


<PAGE>
    
    
                                    Chugach Electric Association, Inc.

                                       Available Margins Certificate


         Eugene N. Bjornstad, General Manager; Evan J. Griffith, Jr., Executive 
Manager, Finance and Planning (Principal Financial Officer); and Michael R. 
Cunningham, Controller (Principal Accounting Officer) of Chugach Electric 
Association, Inc. each hereby certifies that (1) the Margins for Interest for 
any 12 consecutive calendar months during the period of 18 calendar months 
immediately preceding the first day of thecalendar month in which this 
application for authentication and delivery of Additional Bonds under Section 
5.02 of the Indenture described below is made are not less than 1.20 times the 
Interest Charges during such 12-month period; (2) the sum of (i) Margins for 
Interest for any 12 consecutive calendar months during the period of 18 calendar
months immediately preceding the first day of the calendar month in which this
Application for authentication and delivery of additional Bonds under Section 
5.02 is made and (ii) Incremental Interest with respect to such 12-month period,
 is not less than 1.20 times the sum of Interest Charges during such 12-month 
period plus Incremental Interest with respect to such 12-month period; and (3) 
the Margins for Interest have been calculated in accordance with the definition 
contained in Section 1.01 of that Indenture of Trust dated September 15, 1991 
(as heretofore amended by the First, Second, Third, Fourth, Fifth, Sixth and 
Seventh Supplemental Indentures, thereto dated March 17, 1993, May 19, 1994, 
June 29, 1994 and March 1, 1995, September 6, 1995, April 3, 1996 and June 1, 
1997 respectively (the "Indenture") and such calculations are set forth in the 
Attachment 1 hereto.

         Capitalized terms used herein shall have the meanings assigned to them 
in the Indenture.

         IN WITNESS WHEREOF, we have hereunto signed our names.

         Dated:  March 19, 1999




/s/ Eugene N. Bjornstad                     /s/ Michael R. Cunningham
Eugene N. Bjornstad                         Michael R. Cunningham
Title:  General Manager                     Title:  Controller
                                            Principal Accounting Officer

/s/ Evan J. Griffith, Jr.
Evan J. Griffith, Jr.
Title: Executive Manager,
         Finance and Energy Supply
         Principal Financial Officer                   


<PAGE>
    
<TABLE>
                                              AVAILABLE MARGINS
                                                   COBANK 6


                                                                       Plus:
                                                                       CoBank
                                                                       Bond      Adjusted
                                   L/T        S/T          Tot.        at 5.75%  Interest  Adjusted      12 month
Month                 Margins      Int. Exp.  Int. Exp     Int.Exp.    per yr.   Expense   MFI/ I        MFI/ I
Ending

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

July, 1997              -1,354,990  2,059,097      193,733   2,252,830   201,250 2,454,080        0.4479

August,                  1,001,234  2,059,085       43,905   2,102,990   201,250 2,304,240        1.4345
1997

September,                 250,242  2,052,511       55,016   2,107,527   201,250 2,308,777        1.1084
1997

October,                   264,390  2,060,074       86,552   2,146,626   201,250 2,347,876        1.1126
1997

November,                3,173,572  2,068,776       69,800   2,138,576   201,250 2,339,826        2.3563
1997

December,                  597,397  2,142,071            0   2,142,071   201,250 2,343,321        1.2549
1997

January,                 2,422,415  2,141,703            0   2,141,703   201,250 2,342,953        2.0339
1998

February,                1,314,188  2,115,570            0   2,115,570   201,250 2,316,820        1.5672
1998

March,                   2,024,866  2,121,985       26,447   2,148,432   201,250 2,349,682        1.8618
1998

April,                     562,552  2,096,600       33,550   2,130,150   201,250 2,331,400        1.2413
1998

May, 1998                 -363,277  2,105,539       10,267   2,115,806   201,250 2,317,056        0.8432    1.3841

June, 1998                 639,439  2,099,371            0   2,099,371   201,250 2,300,621        1.2779    1.3754

July, 1998              -1,557,225  2,105,539            0   2,105,539   201,250 2,306,789        0.3249    1.3701

August,                    742,991  2,105,539            0   2,105,539   201,250 2,306,789        1.3221    1.3608
1998

September,                 593,694  2,093,309       14,778   2,108,087   201,250 2,309,337        1.2571    1.3731
1998

October,                   279,300  2,071,029       25,028   2,096,057   201,250 2,297,307        1.1216    1.3743
1998

November,                1,823,297  2,053,196       12,875   2,066,071   201,250 2,267,321        1.8042    1.3267
1998

December,                  248,165  2,050,280        7,201   2,057,481   201,250 2,258,731        1.1099    1.3151
1998

January,                 2,921,817  2,052,849            0   2,052,849   201,250 2,254,099        2.2962    1.3342
1999
</TABLE>
<PAGE>

                                        Chugach Electric Association, Inc.

                                               Officers' Certificate


         Eugene N. Bjornstad, General Manager, and Evan J. Griffith, Jr., 
Executive Manager, Finance and Planning of Chugach Electric Association, Inc. 
("Chugach") each hereby certifies that:  1) he has read the conditions and 
covenants and definitions related thereto in the Indenture of Trust dated as of 
September 15, 1991 (as heretofore amended, the "Trust Indenture"); 2) the below 
opinions are based on the above review and on his knowledge of Chugach in the 
above capacity; 3) he has, in his opinion, made such examination or 
investigation as is necessary to enable him to express an informed opinion as to
 the opinions expressed below; and 4) in accordance with Sections 5.01 B and 
5.03 C of the Trust Indenture:

         (i)      No Event of Default exists;

         (ii)     None of the Trust Estate is subject to any Prior Lien other 
                  than Prior Liens permitted by Section 14.06 of the Trust 
                  Indenture;

         (iii)    In his opinion, all conditions precedent provided for in the 
                  Trust Indenture relating to the authentication and delivery of
                  the First Mortgage Bond, CoBank Series No. CoBank-6 
                  ("CoBank-6 Bond") in the principal amount of $42,500,000.00, 
                  have been complied with;

Capitalized terms not otherwise defined in this Certificate have the meanings 
assigned to them in the Trust Indenture.


         IN WITNESS WHEREOF, we have hereunto signed our names.



Dated:  March 19, 1999



                                 /s/ Eugene N. Bjornstad
                                 Eugene N. Bjornstad
                                 Title:  General Manager


                                 /s/ Evan J. Griffith,Jr.                   
                                 Evan J. Griffith, Jr.
                                 Title:  Executive Manager
                                 Finance and Energy Supply
Page 1 of 1                      Principal Financial Officer


<PAGE>

<TABLE>
                                        CHUGACH ELECTRIC ASSOCIATION, INC.
                                  ATTACHMENT 1 TO CERTIFICATE AS TO BONDABLE ADDITIONS NO. 6
                                               NET CHANGES TO ELECTRIC PLANT
                                     FOR THE PERIOD OCTOBER, 1997 THROUGH JANUARY, 1999
<S>         <C> <C>                                    <C>                     <C>          <C>           <C>     <C>

                                                                     10/01/97      10/01/97     ADJ FOR GEN
                                                                                                   PLANT
                                                       BALANCE       01/31/99      01/31/99      CONVERSION     1/31/99
                                                                                                    TO
ACCOUNT                    DESCRIPTION                9/30/97        ADDITIONS    RETIREMENTS                    BALANCE
                                                                                               AMORTIZATION
                                                                                                    (1)
----------------------------------------------------------------------------------------------------------------------------

PRODUCTION
   PLANT

   31100   626 STM - STRC & IMPR/BELUGA./OTHR/G&A.      7,349,213              0             0             0      7,349,213
   31200   626 STM - BLR PLT EQP/BELUGA./OTHR/G&A.     24,850,704              0             0             0     24,850,704
   31400   626 STM - TURBOGENR../BELUGA./OTHR/G&A.     20,716,146              0             0             0     20,716,146
   31500   626 STM - ACC ELEC EQ/BELUGA./OTHR/G&A.      6,932,778              0             0             0      6,932,778
   31600   626 STM -MISC PWR PLT/BELUGA./OTHR/G&A.        544,029              0             0             0        544,029
   33100   621 HYD - STRC & IMPR/GENERAL/OTHR/G&A.        690,040              0             0             0        690,040
   33200   621 HYD - RESV-DM-WW./GENERAL/OTHR/G&A.      5,698,534              0             0             0      5,698,534
   33300   621 HYD - WTWL-TR-GN./GENERAL/OTHR/G&A.      1,047,402              0             0             0      1,047,402
   33400   621 HYD - ACC ELEC EQ/GENERAL/OTHR/G&A.        371,914              0             0             0        371,914
   33500   621 HYD - MISC PW PLT/GENERAL/OTHR/G&A.         97,706              0             0             0         97,706
   33600   621 HYD - RESV-DM-WW./GENERAL/OTHR/G&A.        893,099              0             0             0        893,099
   34000   626 OTH - LAND&RIGHTS/BELUGA./OTHR/G&A.        422,664              0             0             0        422,664
   34100   622 OTH - STRC & IMPR/INTNATL/OTHR/G&A.        346,045              0             0             0        346,045
   34100   624 OTH - STRC & IMPR/BERNLKE/OTHR/G&A.      1,778,752              0             0             0      1,778,752
   34100   626 OTH - STRC & IMPR/BELUGA./OTHR/G&A.     20,862,174              0             0             0     20,862,174
   34200   622 OTH - FL HLDR-PRS/INTNATL/OTHR/G&A.        152,868              0             0             0        152,868
   34200   624 OTH - FL HLDR-PRS/BERNLKE/OTHR/G&A.        471,850              0             0             0        471,850
   34200   626 OTH - FL HLDR-PRS/BELUGA./OTHR/G&A.      3,040,258              0             0             0      3,040,258
   34300   622 OTH - PRIME MOVER/INTNATL/OTHR/G&A.      3,647,259              0             0             0      3,647,259
   34300   624 OTH - PRIME MOVER/BERNLKE/OTHR/G&A.      8,862,659              0             0             0      8,862,659
   34300   626 OTH - PRIME MOVER/BELUGA./OTHR/G&A.     49,308,663      3,826,541     2,721,375             0     50,413,829
   34400   622 OTH - GENERATORS./INTNATL/OTHR/G&A.        779,742              0             0             0        779,742
   34400   624 OTH - GENERATORS./BERNLKE/OTHR/G&A.      2,643,899              0             0             0      2,643,899
   34400   626 OTH - GENERATORS./BELUGA./OTHR/G&A.      8,941,743              0             0             0      8,941,743
   34500   622 OTH - ACC ELEC EQ/INTNATL/OTHR/G&A.        479,560          7,789        27,461             0        459,888
   34500   624 OTH - ACC ELEC EQ/BERNLKE/OTHR/G&A.        784,574              0             0             0        784,574
   34500   626 OTH - ACC ELEC EQ/BELUGA./OTHR/G&A.      3,661,137              0             0             0      3,661,137
   34600   622 OTH -MISC PWR PLT/INTNATL/OTHR/G&A.         19,465              0             0             0         19,465
   34600   624 OTH -MISC PWR PLT/BERNLKE/OTHR/G&A.          1,539              0             0             0          1,539
   34600   626 OTH -MISC PWR PLT/BELUGA./OTHR/G&A.      1,862,815              0             0             0      1,862,815
                                                   =========================================================================
TOTAL                                                 177,259,231      3,834,330     2,748,836             0    178,344,725
PRODUCTION
   PLANT
                                                   =========================================================================



TRANSMISSION
   PLANT

   35000   000 TRN - LD & LDRITS/GENERAL/OTHR/G&A.        454,983              0             0             0        454,983
   35200   000 TRN - STRC & IMPR/GENERAL/OTHR/G&A.        847,631              0             0             0        847,631
   35200   626 TRN - STRC & IMPR/BELUGA./OTHR/G&A.        428,664              0             0             0        428,664
   35300   000 TRN - STATION EQP/GENERAL/OTHR/G&A.     31,514,118              0             0             0     31,514,118
   35300   304 TRN - STATION EQP/LDSRVMT/OTHR/G&A.        196,977              0             0             0        196,977
   35300   626 TRN - STATION EQP/BELUGA./OTHR/G&A.     38,649,029              0             0             0     38,649,029
   35400   000 TRN - TWR & FXTRS/GENERAL/OTHR/G&A.      5,378,824              0             0             0      5,378,824
   35400   626 TRN - TWR & FXTRS/BELUGA./OTHR/G&A.     26,890,112              0             0             0     26,890,112
   35500   000 TRN - POLES & FIX/GENERAL/OTHR/G&A.      8,953,051          9,479           364             0      8,962,166
   35500   626 TRN - POLES & FIX/BELUGA./OTHR/G&A.      1,074,661              0             0             0      1,074,661
   35600   000 TRN -OH CND & DVS/GENERAL/OTHR/G&A.      6,477,186          5,633         1,071             0      6,481,748
   35600   626 TRN -OH CND & DVS/BELUGA./OTHR/G&A.      7,836,678              0             0             0      7,836,678
   35700   000 TRN - UG CONDUIT./GENERAL/OTHR/G&A.      2,152,235              0             0             0      2,152,235
   35800   000 TRN - UG CND & DV/GENERAL/OTHR/G&A.      6,093,269              0             0             0      6,093,269
   35800   328 TRN - UG CND & DV/NSUBCBL/OTHR/G&A.     40,700,570              0             0             0     40,700,570
   35800   329 TRN - UG CND & DV/SSUBCBL/OTHR/G&A.     14,295,122              0             0             0     14,295,122
   35900   626 TRN-RDS & TRL-BLG/BELUGA./OTHR/G&A.          4,000              0             0             0          4,000
                                                   =========================================================================
TOTAL                                                 191,947,110         15,112         1,435             0    191,960,787
TRANSMISSION
   PLANT
                                                   =========================================================================

DISTRIBUTION
   PLANT

   36000   000 DIS - LD & LDRITS/GENERAL/OTHR/G&A.        805,759         12,782             0             0        818,541
   36100   000 DIS - STRUC & IMP/GENERAL/OTHR/G&A.      1,817,354              0             0             0      1,817,354
   36200   000 DIS - STATION EQP/GENERAL/OTHR/G&A.     18,995,342              0       175,111             0     18,820,231
   36400   000 DIS - POLES-TW&FX/GENERAL/OTHR/G&A.     15,828,326        766,568       106,328             0     16,488,566
   36500   000 DIS - OH CND & DV/GENERAL/OTHR/G&A.      9,593,180        411,473        87,448             0      9,917,205
   36600   000 DIS - UG CONDUIT./GENERAL/OTHR/G&A.      9,194,175      2,352,796           288             0     11,546,683
   36700   000 DIS - UG CND & DV/GENERAL/OTHR/G&A.     35,962,270      1,971,469       448,348             0     37,485,391
   36800   000 DIS - LINE TRNSFR/GENERAL/OTHR/G&A.     20,065,088      1,511,423       267,656             0     21,308,855
   36900   000 DIS - SERVICES.../GENERAL/OTHR/G&A.     20,281,602      3,236,907       299,874             0     23,218,635
   37000   000 DIS - METERS...../GENERAL/OTHR/G&A.      6,858,288        529,752       233,846             0      7,154,194
   37100   000 DIS-INSTL CUS PRM/GENERAL/OTHR/G&A.        331,356              0             0             0        331,356
   37300   000 DIS-ST LTS & SIGN/GENERAL/OTHR/G&A.      8,058,451        102,461        25,878             0      8,135,034
                                                   =========================================================================
TOTAL                                                 147,791,191     10,895,631     1,644,777             0    157,042,045
DISTRIBUTION
   PLANT
                                                   =========================================================================

GENERAL
   PLANT

   38900   000 GEN - LD & LDRITS/GENERAL/OTHR/G&A.        127,063              0             0             0        127,063
   38910   000 GEN - LD IMPROVMT/GENERAL/OTHR/G&A.         65,097              0             0             0         65,097
   39000   000 GEN - STRC & IMPR/GENERAL/OTHR/G&A.     19,231,916          6,197        67,953             0     19,170,160
   39000   310 GEN - STRC & IMPR/LSHLDIM/OTHR/G&A.        198,601         15,408             0             0        214,009
   39000   311 GEN - STRC & IMPR/S&VSTRU/OTHR/G&A.         89,605              0             0             0         89,605
   39100   000 GEN-OFC FURN & EQ/GENERAL/OTHR/G&A.      1,964,146        182,322             0       988,278      1,158,190
   39100   321 GEN-OFC FURN & EQ/DPEQUIP/OTHR/G&A.      5,142,151        752,294             0     3,047,999      2,846,446
   39200   000 GEN - TRANSP EQMT/GENERAL/OTHR/G&A.      4,964,321        507,153       173,436             0      5,298,038
   39300   000 GEN - STORES EQMT/GENERAL/OTHR/G&A.      1,204,354            684             0        59,553      1,145,485
   39400   000 GEN -TL-SHP & GAR/GENERAL/OTHR/G&A.      1,352,526        106,733             0       123,673      1,335,586
   39500   000 GEN - LAB EQUIPMT/GENERAL/OTHR/G&A.      2,137,280        118,139             0       132,337      2,123,082
   39600   000 GEN - PWR OP EQMT/GENERAL/OTHR/G&A.      1,252,293         44,532        30,530             0      1,266,295
   39600   323 GEN - PWR OP EQMT/GENTRAN/OTHR/G&A.        804,423              0           596             0        803,827
   39800   000 GEN - MISC EQUIPT/GENERAL/OTHR/G&A.      1,195,480         29,248             0       323,212        901,516
                                                   =========================================================================
TOTAL                                                  39,729,256      1,762,710       272,515     4,675,052     36,544,399
GENERAL
   PLANT
                                                   =========================================================================


COMMUNICATION
   PLANT

   39700   000 GEN - COMM EQUIPT/GENERAL/OTHR/G&A.      2,818,613         98,539             0       728,686      2,188,466
   39700   330 GEN - COMM EQUIPT/MICROWV/OTHR/G&A.      6,535,561          2,822          2822     5,142,442      1,393,119
   39700   331 GEN - COMM EQUIPT/SCADA../OTHR/G&A.      3,021,229         17,412             0       600,276      2,438,365
   39700   333 GEN - COMM EQUIPT/TELESYS/OTHR/G&A.      1,442,324              0             0         8,013      1,434,311
   39700   338 GEN - COMM EQUIPT/ORSCADA/OTHR/G&A.      8,875,262              0             0     8,843,087         32,175
                                                   =========================================================================
TOTAL                                                  22,692,989        118,773         2,822    15,322,504      7,486,436
COMMUNICATION
   PLANT
                                                   =========================================================================

TOTAL                                                 579,419,777     16,626,556     4,670,385    19,997,556    571,378,392
   PLANT
                                                   =========================================================================

LESS
EXCLUDABLE
   PLANT

   39200   000 GEN - TRANSP EQMT/GENERAL/OTHR/G&A.      4,964,321        507,153       173,436             0      5,298,038
   39600   000 GEN - PWR OP EQMT/GENERAL/OTHR/G&A.      1,252,293         44,532        30,530             0      1,266,295
   39600   323 GEN - PWR OP EQMT/GENTRAN/OTHR/G&A.        804,423              0           596             0        803,827
   39800   000 GEN - MISC EQUIPT/GENERAL/OTHR/G&A.      1,195,480         29,248             0       323,212        901,516
                                                   =========================================================================
TOTAL                                                   8,216,517        580,933       204,562       323,212      8,269,676
EXCLUDABLE
   PLANT
                                                   =========================================================================


TOTAL                                                 571,203,260     16,045,623     4,465,823    19,674,344    563,108,716
INCLUDABLE
   PLANT
                                                   =========================================================================

</TABLE>
                                                                   





(1) Reductions in book values of property recorded in the Company's fixed plant
    accounts due to change in accounting policy from depreciation to
    amortization of certain general plant accounts. These reductions are not
    considered Retirements in accordance with the definition of Retirements
    on page 22 of the Indenture of Trust dated as of September 15, 1991.