UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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                                    FORM 10-Q

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    X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXHANGE ACT OF 1934


                For the quarterly period ended September 30, 2004

                                       OR

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

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                         Commission file number 33-42125


                       CHUGACH ELECTRIC ASSOCIATION, INC.


                Incorporated pursuant to the Laws of Alaska State

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       Internal Revenue Service - Employer Identification No. 92-0014224

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

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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X                      No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act)
Yes                        No  X

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

                  CLASS                   OUTSTANDING AT NOVEMBER 1, 2004

                  NONE                                 NONE

<PAGE>






                                                                    Page Number
CAUTION REGARDING FORWARD-LOOKING STATEMENTS

PART I FINANCIAL INFORMATION

Item 1.       Financial Statements (Unaudited)                                2

              Balance Sheets, September 30, 2004 and December 31, 2003        3

              Statements of Revenues, Expenses and Patronage Capital,
              Three and Nine Months Ended September 30, 2004 and 2003         5

              Statements of Cash Flows, Nine Months Ended September
              30, 2004 and 2003                                               6

              Notes to Financial Statements                                   7

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

Item 3.       Quantitative and Qualitative Disclosures About Market Risk    1 7

Item 4.       Controls and Procedures                                       1 8

PART II OTHER INFORMATION

Item 1.       Legal Proceedings                                             1 8

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds   2 0

Item 3.       Defaults Upon Senior Securities                               2 0

Item 4.       Submission of Matters to a Vote of Security Holders           2 0

Item 5.       Other Information                                             2 0

Item 6.       Exhibits                                                      2 0

              Signatures                                                    2 1

              Exhibits                                                      2 2



<PAGE>



                  CAUTION REGARDING FORWARD-LOOKING STATEMENTS

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

                          PART I FINANCIAL INFORMATION

     Item 1.  Financial Statements

     The unaudited financial statements and notes to financial statements of
     Chugach as of and for the quarter ended September 30, 2004, follow:

<PAGE>


                       CHUGACH ELECTRIC ASSOCIATION, INC.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                               (Unaudited)
                             Assets                                        September 30, 2004        December 31, 2003
                             ------                                        ------------------        -----------------
<S>                                                                           <C>                     <C>
Utility plant:

     Electric plant in service                                                 $ 746,890,350           $ 744,260,390

     Construction work in progress                                                18,793,652              16,560,438
                                                                                  ----------              ----------
                                                                                 765,684,002             760,820,828

     Less accumulated depreciation                                             (301,048,910)           (293,371,966)
                                                                               -------------           -------------
                                                                                 464,635,092             467,448,862

Other property and investments, at cost:

     Nonutility property                                                               3,550                   3,550

     Investments in associated organizations                                      11,388,139              11,381,796
                                                                                  ----------              ----------
                                                                                  11,391,689              11,385,346

Current assets:

     Cash and cash equivalents                                                    10,852,270              11,185,086

     Cash-restricted construction funds                                                    0                 488,846

     Special deposits                                                                222,163                 222,163

     Accounts receivable, net                                                     18,415,139              18,812,199

     Fuel cost recovery                                                                    0               2,032,730

     Materials and supplies                                                       23,442,617              21,888,794

     Prepayments                                                                   1,631,314               1,458,649

     Other current assets                                                            286,771                 357,265
                                                                                     -------                 -------
                                                                                  54,850,274              56,445,732

Deferred charges                                                                  20,643,211              23,511,563
                                                                                  ----------              ----------

Total Assets                                                                   $ 551,520,266           $ 558,791,503
                                                                               =============           =============
</TABLE>
<PAGE>
                         CHUGACH ELECTRIC ASSOCIATION, INC.
                                 BALANCE SHEETS
                                   (Continued)



<TABLE>
<CAPTION>

                                                                                (Unaudited)
                     Liabilities and Equities                                September 30, 2004       December 31, 2003
                     ------------------------                                ------------------       -----------------
<S>                                                                           <C>                     <C>
Equities and margins:

     Memberships                                                                 $ 1,190,948             $ 1,155,818

     Patronage capital                                                           129,439,193             126,341,413

     Other                                                                         6,699,102               6,718,891
                                                                                   ---------               ---------
                                                                                 137,329,243             134,216,122
Long-term obligations, excluding current installments:

     2001 Series A Bond payable                                                  150,000,000             150,000,000

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

     2002 Series B Bond payable                                                   46,200,000              51,100,000

     National Bank for Cooperatives Bonds payable                                 52,157,786              63,189,179
                                                                                  ----------              ----------
                                                                                 368,357,786             384,289,179
Current liabilities:

     Current installments of long-term obligations                                15,931,393               5,545,000

     Accounts payable                                                              4,655,794               7,676,906

     Provision for rate refund                                                             0                 671,071

     Consumer deposits                                                             1,911,993               1,834,752

     Fuel cost payable                                                               739,488                       0

     Accrued interest                                                              1,903,021               6,165,790

     Salaries, wages and benefits                                                  5,762,989               4,886,600

     Fuel                                                                         10,942,321               9,006,758

     Other current liabilities                                                     1,236,861                 785,760
                                                                                   ---------                 -------
                                                                                  43,083,860              36,572,637

     Deferred credits                                                              2,749,377               3,713,565
                                                                                   ---------               ---------

      Total Liabilities and Equities                                           $ 551,520,266           $ 558,791,503
                                                                               =============           =============
<FN>

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

<PAGE>





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

<CAPTION>

                                                           Three months ended September 30     Nine months ended September 30
                                                                 2004              2003             2004              2003
                                                                 ----              ----             ----              ----
<S>                                                         <C>               <C>             <C>               <C>
Operating revenues                                           $47,991,700       $41,163,160     $146,025,052      $133,091,838

Operating expenses:
     Fuel                                                     15,401,482        12,267,067       46,351,134        34,120,453

     Power production                                          4,544,688         3,363,789       11,365,200         9,486,981

     Purchased power                                           5,400,612         4,681,807       14,892,444        12,714,043

     Transmission                                              1,611,613         1,045,137        4,784,335         3,159,875

     Distribution                                              3,140,476         2,869,990        8,571,666         8,147,487

     Consumer accounts/Information expense                     1,442,945         1,307,796        4,138,208         4,123,234

     Administrative, general and other                         5,478,919         5,976,266       16,337,182        19,261,872

     Depreciation and amortization                             6,757,489         6,839,754       20,889,807        20,812,332
                                                               ---------         ---------       ----------        ----------

         Total operating expenses                             43,778,224        38,351,606      127,329,976       111,826,277

Interest expense:
     On long-term obligations                                  5,503,915         5,845,448       16,357,359        17,590,018

     On short-term obligations                                         0                 0         (48,179)            11,900

     Charged to construction-credit                            (130,511)         (110,826)        (329,463)         (212,510)
                                                               ---------         ---------        ---------         ---------

         Net interest expense                                  5,373,404         5,734,622       15,979,717        17,389,408
                                                               ---------         ---------       ----------        ----------

         Net operating margins                               (1,159,928)       (2,923,068)        2,715,359         3,876,153

Nonoperating margins:
     Interest income                                             126,456            99,950          320,483           282,033

     Other                                                        20,826            22,890           63,522            86,605

     Property gains (losses)                                     (1,584)            30,396          (1,584)           101,615
                                                                 -------            ------          -------           -------

         Total nonoperating margins                              145,698           153,236          382,421           470,253
                                                                 -------           -------          -------           -------

         Assignable margins                                  (1,014,230)       (2,769,832)        3,097,780         4,346,406
                                                             ===========       ===========        =========         =========

Patronage capital at beginning of period                     130,453,423       127,204,532      126,341,413       120,148,502

Retirement of capital credits and estate
 payments                                                            (0)               (0)              (0)          (60,208)
                                                                     ---               ---              ---          --------

Patronage capital at end of period                         $ 129,439,193     $ 124,434,700    $ 129,439,193      $124,434,700
                                                           =============     =============    =============      ============
<FN>

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


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

<CAPTION>

                                                                                           Nine months ended September 30
                                                                                               2004             2003
                                                                                               ----             ----
<S>                                                                                        <C>              <C>
Cash flows from operating activities:
         Assignable margins                                                                  $3,097,780       $4,346,406

Adjustments to reconcile assignable margins to net cash (used in) provided by
operating activities:
         Provision for rate refund adjustment                                                         0      (1,842,497)
         Depreciation and amortization                                                       23,586,909       24,813,600
         Capitalization of interest                                                           (382,496)        (245,983)
         Property (gains) losses                                                                  1,584        (101,615)
         Impairment of long-lived asset                                                               0        1,846,816
         Other                                                                                      955            1,145

         Changes in assets and liabilities:
          (Increase) decrease in assets:
         Fuel cost recovery                                                                   2,032,730        (100,714)
         Accounts receivable                                                                    397,060       12,885,977
         Prepayments                                                                          (172,665)      (1,422,453)
         Materials and supplies                                                             (1,553,823)        1,556,613
         Deferred charges, net                                                                  171,250        (792,956)
         Other                                                                                   70,494         (14,389)

       Increase (decrease) in liabilities:
         Accounts payable                                                                   (3,021,112)      (4,097,725)
         Provision for rate refund                                                            (671,071)                0
         Fuel payable                                                                           739,488        (363,862)
         Consumer deposits                                                                       77,241         (16,109)
         Accrued interest                                                                   (4,262,769)      (4,388,496)
         Deferred credits                                                                   (1,829,255)        (978,206)
         Other                                                                                3,263,053        1,444,009
                                                                                              ---------        ---------
                  Net cash provided by operating activities                                  21,545,353       32,529,561

Cash flows from investing activities:
         Extension and replacement of plant                                                (17,695,126)     (18,419,642)
         Investments in associated organizations                                                (7,298)         (34,226)
                                                                                                -------         --------
                  Net cash used in investing activities                                    (17,702,424)     (18,453,868)

Cash flows from financing activities:
         Short-term obligations                                                                       0      (6,081,250)
         Repayments of long-term obligations                                                (5,545,000)      (5,165,821)
         Retirement of patronage capital                                                              0         (60,208)
         Other                                                                                1,369,255          529,251
                                                                                              ---------          -------
                  Net cash used in financing activities                                     (4,175,745)     (10,778,028)

Net increase (decrease) in cash and cash equivalents                                          (332,816)        3,297,665

Cash and cash equivalents at beginning of period                                            $11,185,086       $7,284,292
------------------------------------------------                                            -----------       ----------

Cash and cash equivalents at end of period                                                  $10,852,270      $10,581,957
------------------------------------------                                                  ===========      ===========

Supplemental disclosure of cash flow information - interest expense paid, net of            $20,242,486      $17,456,325
                                                                                            ===========      ===========
amounts capitalized
<FN>

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

<PAGE>


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


     1.  Presentation of Financial Information

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

     Certain reclassifications have been made to the 2003 financial statements
     to conform to the 2004 presentation.

     2.  Lines of credit

     Chugach maintains a line of credit of $20 million with CoBank, ACB
     (CoBank). The CoBank line of credit expires December 31, 2004, subject to
     annual renewal at the discretion of the parties. At September 30, 2004,
     there was no outstanding balance on this line of credit. In addition,
     Chugach has an annual line of credit of $50 million available at the
     National Rural Utilities Cooperative Finance Corporation (NRUCFC). At Sept
     30, 2004, there was no outstanding balance on this line of credit. The
     NRUCFC line of credit expires October 15, 2007.

     3.  Legal Proceeding

     Matanuska Electric Association, Inc., v. Chugach Electric Association,
     Inc., Superior Court Case No. 3AN-99-8152 Civil, Supreme Court No.
     S-10598/10618

     This action is a claim for a breach of the 25-year all-requirements
     contract for power sales to Matanuska Electric Association, Inc. (MEA)
     through 2014. MEA asserted Chugach breached that contract by failing to
     provide information, by failing to properly manage our long-term debt, and
     by failing to bring our base rate action to a joint committee before
     presenting it to the Regulatory Commission of Alaska (RCA). The joint
     committee is defined in the power sales contract and consists of one MEA
     and two Chugach board members. All of MEA's claims were dismissed in
     Superior Court.

     MEA appealed the Superior Court's decisions relating to our debt management
     and our failure to bring our base rate action to the joint committee before
     filing with the RCA to the Alaska Supreme Court. Chugach cross-appealed the
     Superior Court's decision not to dismiss the debt management claim on
     jurisdictional and res judicata grounds.

     The Alaska Supreme Court issued a decision on October 8, 2004. The Supreme
     Court approved of the Superior Court's dismissal of this claim by ruling in
     Chugach's favor supporting its right under the power sales agreement to
     file for interim rate relief without first going to the Joint Committee.

     The Supreme Court ruled against Chugach by overturning the Superior Court's
     decision that dismissed MEA's fifth cause of action. This claim asked the
     court to review Chugach's use of rate locks instead of defeasing debt based
     on the Prudent Utility Practice standard under our power sales agreement.
     The Superior Court had dismissed the claim finding that the Prudent Utility
     Practice standard found in the power sales agreement between the parties
     did not apply. The Supreme Court reversed that decision, finding that the
     Prudent Utility Practice standard does apply to Chugach's debt management.
     The Supreme Court also ruled against Chugach on arguments that the Superior
     Court should have dismissed the debt management claim on jurisdictional and
     res judicata grounds.

     The case will be remanded to the Superior Court to consider the one
     remaining issue. Management is uncertain of the outcome of the proceeding
     before the Superior Court.

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

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

     The suit seeks a declaration by the Court that Chugach is in breach of its
     bylaws and the power sales agreement based on its allocation of capital
     credits to MEA as well as injunctive relief requiring Chugach to calculate
     MEA's capital credit allocations based on MEA's patronage and in accordance
     with generally accepted accounting practices for nonprofit cooperatives and
     cooperative principles. The suit also seeks damages in an unspecified
     amount to compensate MEA for the alleged breach of contract.

     Management intends to vigorously defend against the claim. Management is
     uncertain of the outcome of the suit.


<PAGE>


     4.  Critical Accounting Policies

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

     The following policies are considered to be critical accounting policies
     for the quarter ending September 30, 2004.

     Electric Utility Regulation

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

     Financial Instruments and Hedging

     Chugach used U.S. Treasury forward rate lock agreements to hedge expected
     interest rates on debt. We accounted for the agreements under Statement of
     Financial Accounting Standards (SFAS) 80 and 71 through December 31, 2000,
     and SFAS 133, 138 and 71 subsequent to that date. Gains or losses are
     treated as regulatory assets or liabilities upon settlement, based on
     authorization by the RCA in Order U-01-108(26) to recover these gains and
     losses.

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

     5.  New Accounting Standards

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
     Instruments with Characteristics of both Liabilities and Equity. This
     Statement established standards for how an issuer classifies and measures
     certain financial instruments with characteristics of both liabilities and
     equity. Many of those instruments were previously classified as equity.
     Some of the provisions of this Statement are consistent with the current
     definition of liabilities in FASB Concepts Statement No. 6, Elements of
     Financial Statements. The remaining provisions of this Statement are
     consistent with FASB's proposal to revise that definition to encompass
     certain obligations that a reporting entity can or must settle by issuing
     its own equity shares depending on the nature of the relationship
     established between the holder and the issuer. While FASB still plans to
     revise that definition through an amendment to Concepts Statement 6, FASB
     decided to defer issuing that amendment until it has concluded its
     deliberations on the next phase of this project. That next phase will deal
     with certain compound financial instruments including puttable shares,
     convertible bonds, and dual-indexed financial instruments. Chugach
     implemented SFAS No. 150 effective January 1, 2004, and there was no
     material impact to the financial statements.



<PAGE>






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

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

     Docket U-01-108

     Chugach filed a general rate case on July 10, 2001, based on a 2000 Test
     Year.

     On April 15, 2002, Chugach submitted a filing with the RCA to update
     certain known and measurable costs and savings that had occurred outside
     the 2000 Test Year. In the updated filing, Chugach reduced its base rate
     increase request from 6.5% to 5.7%. Three wholesale customers and the
     Public Advocacy Staff of the RCA participated in the rate case.

     A hearing was held in November and December of 2002. Between February 6,
     2003, and May 12, 2004, the RCA issued Order Nos. 26 through 39 containing
     various rulings on Chugach's rate case.

     As compared to prior-approved permanent rates, Chugach's final approved
     rates on a system basis increased 0.07 percent, consisting of an increase
     of 3.5 percent to retail customers and a decrease of 7.9 percent to
     wholesale customers. These results were implemented on November 10, 2003.
     On June 30, 2004, the RCA issued Order No. 40, acknowledging receipt of
     compliance filings and closed the docket.

     Appeal of RCA Orders

     Chugach filed a timely appeal of RCA Orders Nos. 26, 30 and 33 to the
     Alaska Superior Court. In its Appellant's brief dated February 18, 2004,
     Chugach asserted that the RCA's orders contained three errors:

o        The split TIER decision unduly discriminates against retail customers;

o        Interest expense was allocated on the basis of plant associated with
         G&T and Distribution rather than on the basis of debt associated with
         each function; and

o        Chugach is entitled to include all of its interest expense in rates and
         the RCA's offset for Interest During Construction (IDC) was not
         justified because nearly all of the plant that produced the IDC was in
         service by the time the new rate went into effect.

     The resolution of the first two issues will not change the total amount
     Chugach can recover through rates. If Chugach prevails on the last issue,
     it will be authorized to recover approximately $1,000,000 more each year in
     rates.

     One of Chugach's wholesale customers, MEA, also appealed the RCA's orders.
     In its Appellant's brief, MEA argued that the RCA's decision to normalize
     Chugach's variable rate debt at 3.8 percent and to authorize the
     corresponding interest expense constitutes error based on the historic
     rates prevailing for Chugach's variable rate debt. If MEA prevails on its
     argument, Chugach's authorized rates would be reduced by approximately
     $1,000,000 each year.

     The Alaska Superior Court heard oral argument on July 13, 2004. The Court
     took the matter under advisement. Management is uncertain as to the outcome
     but expects a decision in 2004.

     Results Of Operations

     Current Year Quarter Versus Prior Year Quarter

     Assignable margins increased by $1.8 million for the quarter ended
     September 30, 2004, over the same quarter in 2003 due to a decrease in
     administrative, general and other expense, a decrease in net interest
     expense and increased kWh sales. The decreases were offset by an increase
     in production, transmission and distribution expenses.

     Operating revenues, which include sales of electric energy to retail,
     wholesale and economy energy customers and other miscellaneous revenues,
     increased by $6.8 million, or 16.6%, for the quarter ended September 30,
     2004, over the same quarter in 2003. The increase in revenues was due to an
     increase in revenue recovered through the fuel surcharge mechanism due to
     higher fuel prices, as well as increased kWh sales to both residential and
     wholesale customers.

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

                                     2004                  2003
                                     ----                  ----
                Customer              kWh                  kWh
           Retail                 281,952,973          270,956,140
           Wholesale              287,864,611          269,168,585
           Economy Energy          49,464,608           48,747,730
                                   ----------           ----------
           Total                  619,282,192          588,872,455
                                =============         ============

     Retail demand and energy rates and wholesale demand and energy rates
     charged to HEA, MEA and SES did not change in the third quarter of 2004
     compared to the third quarter of 2003.

     Fuel expense increased by $3.1 million, or 25.6%, for the quarter ended
     September 30, 2004, compared to the same period in 2003 primarily due to
     higher fuel prices. Purchased power also increased $718.8 thousand, or
     15.4%, due to higher fuel prices. Fuel and purchased power is recovered
     through the fuel surcharge mechanism. Power production expense increased
     $1.2 million, or 35.1%, due to annual maintenance projects starting later
     in the year in 2004 than in 2003. Transmission expense increased by $566.5
     thousand, or 54.2%, due to a change in directly assigning SCADA,
     communications and relay maintenance to the substation maintenance
     category. In 2003, these costs were recorded to the administrative, general
     and other financial statement category. Distribution expense increased by
     $270.5 thousand, or 9.4%, due to increased scheduled maintenance. Consumer
     Accounts/Information expense increased $135.1 thousand, or 10.3%, due to
     increased customer record and collection expenses. Administrative, general
     and other expense decreased by $497.3 thousand, or 8.3%, due to lower
     information services and garage allocated costs. The decrease was also
     caused by a write off in 2003 associated with a wind power project that was
     higher than a write off in 2004 of inventory associated with the fuel cell.
     Depreciation and amortization expense did not materially change for the
     three-month period ended September 30, 2004.

     Interest on long-term debt decreased by $341.5 thousand, or 5.8%, due to
     lower long-term debt balances and lower interest rates on the CoBank bonds.
     Interest charged to construction did not materially change in the third
     quarter of 2004 compared to the same period in 2003.

     Other nonoperating margins decreased $7.5 thousand, or 4.9%, for the
     three-month period ended September 30, 2004, compared to the same period in
     2003 due to the sale of a crane in August of 2003, which caused 2003's
     nonoperating margins to be higher than usual.

     Current Year to Date Versus Prior Year to Date

     Assignable margins decreased by $1.2 million, or 28.7%, in the first nine
     months of 2004, over the same period in 2003, primarily due to a $5.2
     million reversal recorded to revenue in March of 2003 of a $7.1 million
     provision for rate refund recorded in 2002. This variance was offset by a
     decrease in interest expense and a decrease in administrative, general and
     other expense.

     Operating revenues increased $12.9 million, or 9.7%, due to an increase in
     revenue recovered through the fuel surcharge mechanism due to higher fuel
     prices and increased kWh sales. The increase was offset by decreased
     economy energy sales to GVEA.

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

                                    2004                   2003
                                    ----                   ----
                Customer             kWh                   kWh
           Retail                 889,250,801          845,910,228
           Wholesale              875,228,226          819,762,696
           Economy Energy         148,728,850          166,840,860
                                  -----------          -----------
           Total                1,913,207,877        1,832,513,784
                                =============        =============

     Fuel expense increased by $12.2 million, or 35.8%, for the first nine
     months of 2004, compared to the same period in 2003 due to higher fuel
     prices. Fuel expense is recovered through the fuel surcharge mechanism.
     Power production expense increased by $1.9 million, or 19.8%, due to a
     shift from capital projects in 2003 to expense projects in 2004. Purchased
     power expense increased by $2.2 million, or 17.1%, also due to higher fuel
     prices and is also recovered through the fuel surcharge mechanism.
     Transmission expense increased $1.6 million, or 51.4%, due to a change in
     directly assigning SCADA, communications and relay maintenance to the
     substation maintenance category. In 2003, these costs were recorded to the
     administrative, general and other financial statement category. This
     expense category was also lower in 2003 due to the accrual of a Federal
     Emergency Management Agency (FEMA) reimbursement of $250,000 for windstorm
     damage recorded in the second quarter of 2003. Administrative, general and
     other expense decreased by $2.9 million, or 15.2%, due primarily to a $1.8
     million write down of an impaired asset in 2003, as well as higher write
     offs of study projects and obsolete inventory in 2003. The decrease was
     also attributed to lower information services costs allocated to this
     expense category this year compared to last year when the information
     services department spent more time on non-administrative projects.
     Distribution, consumer accounts/information and depreciation and
     amortization expense did not materially change for the nine-month period
     ended September 30, 2004, compared to the same period in 2003.

     Interest on long-term debt decreased by $1.2 million, or 7.0%, due to lower
     debt balances and lower interest rates. Interest charged to construction
     increased by $117.0 thousand, or 55.0%, in the first nine months of 2004
     compared to the same period in 2003, due to an adjustment that was made to
     a completed project in 2003. Other interest expense decreased by $60.1
     thousand, or 504.8%, during the same period in 2004 compared to the same
     period in 2003 due to an adjustment to interest associated with our
     provision for rate refunds that were made earlier in the year.

     Other non-operating margins decreased by $87.8 thousand, or 18.7%, for the
     nine-month period ended September 30, 2004, compared to the same period in
     2003, caused by the gain associated with the disposal of a crane in 2003.

     Financial Condition

     Total assets decreased $7.3 million, or 1.3%, from December 31, 2003, to
     September 30, 2004. The decrease was due in part to a $2.8 million, or
     0.60%, decrease in net plant, primarily due to depreciation expense in
     excess of extension and replacement of plant. The decrease in total assets
     was also due to a $488.8 thousand, or 100.0%, decrease in restricted
     construction funds, as well as a $2.0 million, or 100.0%, decrease in fuel
     cost recovery caused by the collection of the previous quarter fuel cost
     through the fuel surcharge mechanism. There was also a decrease of $2.9
     million, or 12.2%, in deferred charges caused by the amortization of
     deferred projects, as well as the reclassification of software applications
     to utility plant in service. These decreases were offset by an additional
     $1.4 million of costs associated with the Cooper Lake Relicensing project.

     These decreases were offset by a $1.6 million, or 7.1%, increase in
     materials and supplies caused by the purchase of generation and
     transmission inventory items in preparation for scheduled generation
     maintenance projects and capital transmission projects.

     Notable changes to total liabilities and equities include installment
     payments of $5.5 million on the 2002 Series B bond and the CoBank 3 and 4
     bonds. Accounts payable also decreased $3.0 million, or 39.4%, caused by a
     decrease in construction activity in the third quarter of 2004 and the
     payment of invoices that were accrued but not paid at December 31, 2003.
     Accrued interest also decreased $4.3 million, or 69.1%, caused by the
     semi-annual interest payment on the 2001 Series A Bonds in the third
     quarter. There was also a $671.1 thousand, or 100.0%, decrease in provision
     for rate refund due to the payment of rate refunds since December 31, 2003.
     Deferred credits also decreased $964.2 thousand, or 26.0%, due to the
     return of the Southern Intertie funds discussed above and to reduced
     refundable deposits.

     These decreases were offset by a $3.1 million, or 2.5%, increase in
     patronage capital due to the margins generated in the first three quarters
     of 2004 and an $739.5 thousand, or 100.0%, increase in fuel cost payable
     due to the over-collection of the previous quarter fuel cost through the
     fuel surcharge mechanism. The decreases were also offset by an increase of
     $10.4 million, or 187.3%, in current installments of long-term debt caused
     by the reclassification of CoBank 2, which is due in August of 2005.
     Salaries, wages and benefits also increased $876.4 thousand, or 17.9%, due
     to higher accruals caused by the timing of pay dates. Fuel cost also
     increased $1.9 million, or 21.5%, due to higher fuel prices.

     Liquidity and Capital Resources

     Chugach has satisfied its operational and capital cash requirements
     primarily through internally-generated funds, an annual $20 million line of
     credit with CoBank and a $50 million line of credit from NRUCFC. At
     September 30, 2004, there was no outstanding balance with NRUCFC or CoBank.

     Chugach also has a term loan facility with CoBank. Loans made under this
     facility are evidenced by promissory notes governed by the Master Loan
     Agreement, which became effective on January 22, 2003. At September 30,
     2004, Chugach had the following promissory notes outstanding under this
     facility:
<TABLE>
<CAPTION>

                                                     Interest rate at                            Principal Payment
    Promissory Note         Principal balance       September 30, 2004        Maturity Date             Dates
    ---------------         -----------------       ------------------        -------------             -----
<S>    <C>                     <C>                        <C>                      <C>               <C>

        CoBank 2               $10,000,000                 7.76%                   2005                 2005
        CoBank 3               $20,634,830                 3.12%                   2022              2003 - 2022
        CoBank 4               $22,554,349                 3.12%                   2022              2003 - 2022
        CoBank 5               $10,000,000                 3.12%                   2012              2002 - 2012

         Total                 $63,189,179
</TABLE>

     On January 22, 2003, Chugach and CoBank finalized a new Master Loan
     Agreement pursuant to which the CoBank term loan facility was converted
     from secured to unsecured debt and the obligations represented by the
     outstanding bonds then held by CoBank were converted into promissory notes
     governed by the new Master Loan Agreement. Chugach's mortgage indenture was
     replaced in its entirety by an Amended and Restated Indenture dated April
     1, 2001. All liens and security interests imposed under the indenture were
     terminated and all outstanding Chugach bonds (including New Bonds of 2001
     Series A, 2002 Series A and 2002 Series B) became unsecured obligations
     governed by the terms of the Amended and Restated Indenture. Capital
     construction in 2004 is estimated at $30.0 million. At September 30, 2004,
     approximately $17.7 million had been expended. Capital improvement
     expenditures are expected to decrease in the fourth quarter of 2004 as the
     construction season ends.

     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 2004 and thereafter.

     Outlook

     Chugach is currently planning for future resource needs. An Integrated
     Resource Plan (IRP) is in development. This effort studies several possible
     future scenarios for power sales.

     On March 17, 2004, the Chugach Board of Directors authorized the Chief
     Executive Officer (CEO) or his designee to enter into an agreement to form
     a Joint Action Agency (JAA) that, if implemented, could provide a structure
     with which Chugach and other eligible Alaska utilities might jointly
     acquire, own and operate certain generation and transmission facilities.
     On September 15, 2004, the Chugach Board of Directors authorized the CEO to
     undertake all necessary steps to craft a plan to create a single-member
     Generation and Transmission (G&T) cooperative that would hold all Chugach
     G&T assets, contractual arrangements, and associated debt. Chugach is
     considering this option as a way to more effectively track the finances of
     the G&T functions and to help address issues in future rate cases involving
     the relative margin earning burdens among customer classes.

     These two organizational structures are not mutually exclusive.
     Environmental Matters

     Compliance with Environmental Standards

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

     Cooper Lake

     Chugach discovered polychlorinated biphenyls (PCBs) in paint, caulk and
     grease at the Cooper Lake Hydroelectric plant during initial phases of a
     turbine overhaul. A FERC- approved plan, prepared in consultation with the
     Environmental Protection Agency (EPA), was implemented to remediate the
     PCBs in the plant. In an order in Chugach's general rate case, Order
     U-01-108(26), the RCA permitted the costs associated with the overhaul and
     the PCB remediation to be recovered through rates.

     Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

     Interest Rate Risk

     The following table provides information regarding auction dates and rates
     in 2004 on the 2002 Series B bonds.

                           Auction Date Interest Rate

                               January 28, 2004                     1.12%
                              February 25, 2004                     1.09%
                                March 24, 2004                      1.10%
                                April 21, 2004                      1.11%
                                 May 19, 2004                       1.20%
                                June 16, 2004                       1.40%
                                July 14, 2004                       1.55%
                               August 11, 2004                      1.65%
                              September 8, 2004                     1.75%
                               October 6, 2004                      1.90%
                               November 3, 2004                     2.05%

     The following table provides information regarding cash flows for principal
     payments on total debt by maturity date (dollars in thousands) as of
     September 30, 2004.
<TABLE>
<CAPTION>

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


Fixed rate           $10,000         $0         $0        $0         $270,000     $280,000    $311,611

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

Variable rate         $5,931     $6,326    $11,729    $7,241          $73,063     $104,289    $104,289

Average
interest rate          2.25%      2.25%      2.68%     2.25%            2.76%       2.66%
<FN>

     *   Includes current portion
</FN>

</TABLE>



<PAGE>


     Commodity Price Risk

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

     Item 4. Controls and Procedures

     As of the end of the period covered by this report, we evaluated the
     effectiveness of the design and operation of our disclosure controls and
     procedures. Our principal executive officer (CEO) and principal financial
     officer (CFO) supervised and participated in this evaluation. Based on this
     evaluation, our CEO and CFO each concluded that our disclosure controls and
     procedures are effective and timely in alerting them to material
     information required to be included in our periodic reports to the
     Securities and Exchange Commission. The design of any system of controls is
     based in part upon various assumptions about the likelihood of future
     events and there can be no assurance that any of our plans, products,
     services or procedures will succeed in achieving their intended goals under
     future conditions. In addition, there have been no significant changes in
     our internal controls or in other factors known to management that could
     significantly affect our internal controls subsequent to our most recent
     evaluation.

                           PART II OTHER INFORMATION

     Item 1. Legal Proceedings

     Matanuska Electric Association, Inc., v. Chugach Electric Association,
     Inc., Superior Court Case No.3AN-99-8152 Civil, Supreme Court No.
     S-10598/10618

     This action is a claim for a breach of the 25-year all requirements
     contract for power sales to MEA through 2014. MEA asserted Chugach breached
     that contract by failing to provide information, by failing to properly
     manage our long-term debt, and by failing to bring our base rate action to
     a joint committee before presenting it to the Regulatory Commission of
     Alaska (RCA). The joint committee is defined in the power sales contract
     and consists of one MEA and two Chugach board members. All of MEA's claims
     were dismissed in Superior Court.

     MEA appealed the Superior Court's decisions relating to our debt management
     and our failure to bring our base rate action to the joint committee before
     filing with the RCA to the Alaska Supreme Court. Chugach cross-appealed the
     Superior Court's decision not to dismiss the debt management claim on
     jurisdictional and res judicata grounds.

     The Alaska Supreme Court issued a decision on October 8, 2004. The Supreme
     Court approved of the Superior Court's dismissal of this claim by ruling in
     Chugach's favor supporting its right under the power sales agreement to
     file for interim rate relief without first going to the Joint Committee.

     The Supreme Court ruled against Chugach by overturning the Superior Court's
     decision that dismissed MEA's fifth cause of action. This claim asked the
     court to review Chugach's use of rate locks instead of defeasing debt based
     on the Prudent Utility Practice standard under our power sales agreement.
     The Superior Court had dismissed the claim finding that the Prudent Utility
     Practice standard found in the power sales agreement between the parties
     did not apply. The Supreme Court reversed that decision, finding that the
     Prudent Utility Practice standard does apply to Chugach's debt management.
     The Supreme Court also ruled against Chugach on arguments that the Superior
     Court should have dismissed the debt management claim on jurisdictional and
     res judicata grounds.

     The case will be remanded to the Superior Court to consider the one
     remaining issue. Management is uncertain of the outcome of the proceeding
     before the Superior Court.

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

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

     The suit seeks a declaration by the Court that Chugach is in breach of its
     bylaws and the power sales agreement based on its allocation of capital
     credits to MEA as well as injunctive relief requiring Chugach to calculate
     MEA's capital credit allocations based on MEA's patronage and in accordance
     with generally accepted accounting practices for nonprofit cooperatives and
     cooperative principles. The suit also seeks damages in an unspecified
     amount to compensate MEA for the alleged breach of contract.

     Management intends to vigorously defend against the claim. Management is
     uncertain of the outcome of the suit.

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



<PAGE>








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

     Not applicable

     Item 3. Defaults Upon Senior Securities

     Not applicable

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

     Not applicable

     Item 5. Other Information

     Chugach and MEA met on October 27, 2004, pursuant to Section 12(c) of the
     MEA/Chugach Power Sales Agreement. This provision requires the parties to
     meet no later than ten years prior to the termination date of the
     Agreement, to discuss a possible renewal, extension, or modification of the
     Agreement, as well as the desires and potential circumstances of all
     parties following the termination date. At that meeting and shortly
     thereafter by letter dated November 2, 2004, MEA communicated to Chugach
     that MEA does not desire to renew, extend or modify the Agreement. Further,
     MEA stated that it does not envision any type of firm power purchase
     arrangement with Chugach following expiration of the Agreement on December
     31, 2014. MEA assured Chugach that it intends to continue to purchase power
     from Chugach in accordance with the Agreement through December 31, 2014.

     Item 6. Exhibits

     Exhibits:

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

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

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

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







<PAGE>


                                Signatures

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



                                            CHUGACH ELECTRIC ASSOCIATION, INC.


                                            By:      /s/ Evan J. Griffith

                                                     Evan J. Griffith
                                                     Chief Executive Officer

                                            Date:    November 12, 2004


                                            By:      /s/ Michael R. Cunningham

                                                     Michael R. Cunningham
                                                     Chief Financial Officer

                                            Date:    November 12, 2004


<PAGE>


                                    EXHIBITS

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

         Exhibit Number                  Description

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

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

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

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