SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -----------

                                   FORM 10-Q

                                   (Mark One)

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

                 For the quarterly period ended March 31, 1998

                                       or

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

                     For the transition period from      to

                        Commission file number 33-46795

                       OLD DOMINION ELECTRIC COOPERATIVE
             (Exact Name of Registrant as Specified in Its Charter)


                  VIRGINIA                                     23-7048405
         (State or Other Jurisdiction of                    (I.R.S. Employer
         Incorporation or Organization)                     Identification No.)

4201 Dominion Boulevard, Glen Allen, Virginia                      23060
(Address of Principal Executive Offices)                         (Zip Code)

                                   ----------

                                 (804) 747-0592
              (Registrant's Telephone Number, Including Area Code)

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 __ No X

The Registrant is a membership  corporation and has no authorized or outstanding
equity securities.

<PAGE>




                       OLD DOMINION ELECTRIC COOPERATIVE

                                     INDEX


                                                                          Page
                                                                          Number
                                                                          ------


PART I.  Financial Information


Item 1.     Financial Statements

            Consolidated Balance Sheets - March 31, 1998 (Unaudited)
              and December 31, 1997                                         3

            Consolidated Statements of Revenues, Expenses and
              Patronage Capital (Unaudited) - Three Months Ended
              March  31, 1998 and 1997                                      5

            Consolidated Statements of Comprehensive Income (Unaudited)
              - Three Months Ended March 31, 1998 and 1997                  6

            Consolidated Statements of Cash Flows (Unaudited) - Three
              Months Ended March 31, 1998 and 1997                          7

            Notes to Consolidated Financial Statements                      8



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


PART II.    Other Information


Item 1.     Legal Proceedings                                              14

Item 6.     Exhibits and Reports on Form 8-K                               14

Signature                                                                  15


Exhibit Index                                                              16


<PAGE>



                        OLD DOMINION ELECTRIC COOPERATIVE
                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS
                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>

                                                                 March 31,         December 31,
                                                                   1998               1997
                                                                ------------      ------------
                                                                         (in thousands)
ASSETS:                                                         (unaudited)               (*)

<S><C>
Electric Plant:
  In service                                                      $ 885,679         $ 885,670
  Less accumulated depreciation                                    (122,685)         (116,409)
                                                                ------------      ------------

                                                                    762,994           769,261
  Nuclear fuel, at amortized cost                                     5,120             6,401
  Plant acquisition adjustment, at amortized cost                    17,040            22,721
  Construction work in progress                                      16,128            12,701
                                                                ------------      ------------

     Net Electric Plant                                             801,282           811,084
                                                                ------------      ------------

Decommissioning Fund                                                 48,039            44,162
Other Investments and Funds                                          27,816            24,539
Restricted Investments and Funds                                    114,422           116,080
Current Assets:
  Cash and cash equivalents                                          93,532            61,740
  Receivables, net of allowance of $6.0 million in
       1998 and 1997                                                 32,236            34,582
  Fuel stock                                                          3,375             4,254
  Materials and supplies, at average cost                             5,459             5,362
  Prepayments                                                         1,580             1,439
                                                                ------------      ------------

     Total Current Assets                                           136,182           107,377
                                                                ------------      ------------

Deferred Charges                                                     13,867            14,058
Other Assets                                                         12,479            12,612
                                                                ------------      ------------

     Total Assets                                               $ 1,154,087       $ 1,129,912
                                                                ============      ============


</TABLE>



   The  accompanying  notes are an integral part of the  consolidated  financial
statements.

(*)  The  Consolidated  Balance Sheet at December 31, 1997,  has been taken from
     the audited  financial  statements  at that date,  but does not include all
     disclosures required by generally accepted accounting principles.

<PAGE>




                        OLD DOMINION ELECTRIC COOPERATIVE

                           CONSOLIDATED BALANCE SHEETS




<TABLE>
<CAPTION>


                                                                  March 31,       December 31,
                                                                    1998              1997
                                                                ------------      ------------

                                                                       (in thousands)
CAPITALIZATION AND LIABILITIES:                                 (unaudited)               (*)

<S><C>

Capitalization:
  Patronage capital                                               $ 197,046         $ 197,552
  Accumulated other comprehensive income                                334                 -
  Long-term debt                                                    606,442           605,878
                                                                ------------      ------------

     Total Capitalization                                           803,822           803,430
                                                                ------------      ------------

Current Liabilities:
  Long-term debt due within one year                                 29,535            30,116
  Accounts payable                                                   27,726            31,732
  Accounts payable - Member deposits                                 40,780            26,118
  Deferred energy                                                     3,651             3,960
  Accrued interest                                                   16,147             4,111
  Accrued taxes                                                         907               263
  Other                                                               4,067             4,151
                                                                ------------      ------------

     Total Current Liabilities                                      122,813           100,451
                                                                ------------      ------------

Decommissioning Reserve                                              48,039            44,162
Deferred Credits                                                     61,093            61,782
Obligations Under Long-Term Leases                                  117,576           119,343
Other Liabilities                                                       744               744
Committments and Contingencies
                                                                ------------      ------------

     Total Capitalization and Liabilities                       $ 1,154,087       $ 1,129,912
                                                                ============      ============

</TABLE>


     The accompanying  notes are an integral part of the consolidated  financial
statements.

(*)  The  Consolidated  Balance Sheet at December 31, 1997,  has been taken from
     the audited  financial  statements  at that date,  but does not include all
     disclosures required by generally accepted accounting principles.

<PAGE>



                        OLD DOMINION ELECTRIC COOPERATIVE

                      CONSOLIDATED STATEMENTS OF REVENUES,
                   EXPENSES AND PATRONAGE CAPITAL (UNAUDITED)



<TABLE>
<CAPTION>


                                                                    Three Months Ended
                                                                          March 31,
                                                                ----------------------------

                                                                1998                1997
                                                                -----------      -----------
                                                                       (in thousands)
<S> <C>
Operating Revenues:
  Sales to Members                                               $  85,675       $  88,818
  Sales to non-member                                                  172              27
                                                                -----------      ----------

                                                                    85,847          88,845
                                                                -----------      ----------

Operating Expenses:
  Operation:
    Fuel                                                            10,979          10,441
    Purchased power                                                 36,116          43,368
    Other                                                            5,749           5,474
                                                                -----------      ----------
                                                                    52,844          59,283
  Maintenance                                                        1,838           1,923
  Administrative and general                                         3,791           3,952
  Depreciation and amortization                                     12,100           6,515
  Amortization of lease gains                                         (689)           (689)
  Decommissioning cost                                                 170             170
  Taxes other than income taxes                                      1,857           1,804
                                                                -----------      ----------

       Total Operating Expenses                                     71,911          72,958
                                                                -----------      ----------

Operating Margin                                                    13,936          15,887
                                                                -----------      ----------


Other Income, net                                                      574             118
                                                                -----------      ----------


Investment Income:
  Interest                                                             960             970
  Other                                                                 94             107
                                                                -----------      ----------

       Total Investment Income                                       1,054           1,077
                                                                -----------      ----------


Interest Charges:
  Interest on long-term debt, net                                   12,995          14,259
  Other                                                                 63              47
  Allowance for borrowed funds used during construction               (104)            (86)
                                                                -----------      ----------

       Net Interest Charges                                         12,954          14,220
                                                                -----------      ----------

Net Margin                                                           2,610           2,862
Patronage Capital-beginning of period                              197,552         184,752
Payment of Capital Credits                                          (3,116)              -
                                                                -----------      ----------

Patronage Capital-end of period                                  $ 197,046       $ 187,614
                                                                ===========      ==========


</TABLE>



     The accompanying  notes are an integral part of the consolidated  financial
statements.

<PAGE>



                        OLD DOMINION ELECTRIC COOPERATIVE

                  STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)


                                                  Three Months Ended
                                                        March 31,
                                              ----------------------------

                                                 1998             1997
                                              -----------      -----------
                                                     (in thousands)


Net Margin                                       $ 2,610          $ 2,862
Other comprehensive income:
     Unrealized gains on investments                 334                -
                                              -----------      -----------

Comprehensive income                             $ 2,944          $ 2,862
                                              ===========      ===========


     The accompanying  notes are an integral part of the consolidated  financial
statements.

<PAGE>




                        OLD DOMINION ELECTRIC COOPERATIVE

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



<TABLE>
<CAPTION>



                                                                      Three Months Ended
                                                                           March 31,
                                                                -----------------------------

                                                                    1998              1997
                                                                -----------         ----------
                                                                           (in thousands)
<S><C>

Cash Provided by Operating Activities:
  Net margin                                                       $ 2,610           $ 2,862
  Adjustments to reconcile net margin to net cash
   provided by operating activities:
    Depreciation                                                     6,316             5,973
    Amortization of plant acquisition adjustment                     5,681               517
    Amortization of nuclear fuel                                     1,281             1,516
    Decommissioning cost                                               170               170
    Amortization of debt discount                                      564               537
    Amortization of other debt costs                                   237               306
    Amortization of deferred charges and other assets                  100                22
    Amortization of lease obligations                                2,082             1,936
    Gain from lease transactions                                      (689)             (689)
    Changes in Current Assets and Current Liabilities:
      Change in current assets                                       2,986            13,489
      Change in current liabilities                                 22,943            29,997
    (Increase) decrease in deferred charges                           (100)               90
    Decrease in other assets                                            87               121
                                                                -----------      ------------

       Net Cash Provided by Operating Activities                    44,268            56,847
                                                                -----------      ------------


Cash Used for Financing Activities:
  Obligations under long-term lease                                 (3,848)             (816)
  Payment of long-term debt                                           (581)                -
  Payment of capital credits                                        (3,116)                -
                                                                -----------      ------------

       Net Cash Used for Financing Activities                       (7,545)             (816)
                                                                -----------      ------------

Cash Used for Investing Activities:
  Additions to electric plant                                       (3,453)             (514)
  Decommissioning fund deposits                                       (170)             (170)
  Additions to other investments and funds, net                     (2,942)             (200)
  Decrease (increase) in restricted investments and funds, net       1,657            (1,285)
  Retirement work in progress                                          (23)               54
                                                                -----------      ------------

       Net Cash Used for Investing Activities                       (4,931)           (2,115)
                                                                -----------      ------------

             Net Change in Cash and Cash Equivalents                31,792            53,916
Beginning of Period Cash and Cash Equivalents                       61,740            46,217
                                                                -----------      ------------

End of Period Cash and Cash Equivalents                           $ 93,532         $ 100,133
                                                                ===========      ============


</TABLE>

     The accompanying  notes are an integral part of the consolidated  financial
statements.

<PAGE>


                        OLD DOMINION ELECTRIC COOPERATIVE

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   In the opinion of the management of Old Dominion Electric Cooperative ("Old
     Dominion"),  the accompanying  unaudited  consolidated financial statements
     contain all adjustments,  which include only normal recurring  adjustments,
     necessary for a fair  statement of Old  Dominion's  consolidated  financial
     position as of March 31, 1998, and its consolidated  results of operations,
     comprehensive  income and cash flows for the three  months  ended March 31,
     1998 and 1997. The consolidated  results of operations for the three months
     ended March 31, 1998, are not  necessarily  indicative of the results to be
     expected for the entire year. These financial  statements should be read in
     conjunction with the financial statements and notes thereto included in Old
     Dominion's  1997 Annual Report on Form 10-K filed with the  Securities  and
     Exchange Commission.

2.   In April 1998,  Ronald W.  Watkins and Old  Dominion's  Board of Directors
     decided not to renew Mr. Watkins' employment contract, which expired April
     1, 1998. Mr. Watkins had been president and chief executive officer of Old
     Dominion  since April 1, 1995.  The Board of  Directors  named  Charles R.
     Rice,  Jr.,  current vice chairman of Old  Dominion's  board,  to serve as
     acting  president  until a new  president and chief  executive  officer is
     hired.

3.   In  1995,  Old  Dominion  and  10 of  its 12  member  distribution  systems
     established  an  affiliate,   CSC  Services,   Inc.  ("CSC"),   to  explore
     alternative  business  opportunities on behalf of the cooperatives.  During
     1996,  CSC invested in an approximate  one-half  interest in Seacoast Power
     LLC, whose wholly owned subsidiary, Seacoast, Inc. ("Seacoast"), executed a
     six-month  power sales  contract  with  INECEL,  the  state-owned  electric
     utility  in  Ecuador.  Because  of  contract  disputes,  INECEL did not pay
     invoices  rendered by Seacoast for energy made available under the terms of
     the power sales contract. Accordingly, in July 1996, Seacoast filed a $26.0
     million lawsuit in Ecuador against INECEL seeking to recover  approximately
     $16.3 million in amounts owed under the power sales contract,  plus damages
     and fees. A trial date has not been set. CSC and the other  participants in
     Seacoast  Power LLC have  sold  their  interest  in this  venture  but have
     retained their interest in this lawsuit.

4.   On May 24,  1996, a default  judgment of  approximately  $27.0  million was
     rendered against  Seacoast  pursuant to a claim filed in the District Court
     of Travis County, Texas, by an entity seeking damages for breach of an oral
     contract by the former owners of Seacoast.  On January 29, 1998,  the Texas
     Court of Appeals  issued an order  affirming the default  judgment  against
     Seacoast  but  reversing  and  remanding  the award of damages as factually
     unsupported.

5.   On February 27, 1997, Southside Electric Cooperative ("Southside"),  one of
     two member  distribution  systems that did not  participate in forming CSC,
     raised a question as to whether the loss,  with  respect to Old  Dominion's
     interest  in  Seacoast,  should  be borne  totally  by Old  Dominion,  thus
     resulting in a greater  financial  burden on Southside.  Southside  asserts
     that their  share of the loss  should be limited to a pro rata share of Old
     Dominion's 30% common equity  participation  in CSC, which may be less than
     their proportionate  share as an Old Dominion  Member.  On October 16,
     1997,  the Board of  Directors  of Southside  passed a  resolution
     outlining  various issues of concern with Old Dominion.  Management
     believes these issues will be  resolved  over time and  without a  material
     impact on Old  Dominion's financial position.

6.   On  October  14,  1997,  Old  Dominion's  Board  of  Directors  approved  a
     resolution  adopting certain strategic  objectives designed to mitigate the
     effects of the transition to a competitive  electric market (the "Strategic
     Plan Initiative").  Management is currently evaluating various alternatives
     as Old Dominion prepares for transition to competition.  The Strategic Plan
     Initiative could result in an alternate  treatment of Old Dominion's excess
     margins,  which are  currently  returned  to  Members  through  the  Margin
     Stabilization  Plan.  Northern  Virginia  Electric  Cooperative  ("NOVEC"),
     Rappahannock  Electric  Cooperative  ("REC"),  and  Southside  have  voiced
     concerns   about  the  level  and  timing  of  stranded  cost  recovery  as
     contemplated by the Strategic Plan Initiative.  Further, NOVEC and REC have
     expressed concerns about the Strategic Plan Initiative  regarding:  (1) the
     all-requirements  nature of the Wholesale  Power  Contracts  that they have
     with Old  Dominion,  and (2) whether Old  Dominion  has the right under the
     Wholesale  Power  Contracts to  "over-collect"  monies from its members for
     future debt  retirement or for payment of future stranded costs. To address
     these concerns, Old Dominion is working with representatives from NOVEC and
     REC.

<PAGE>


7.   In accordance  with  Statement of Financial  Accounting  Standards No. 130,
     Reporting  Comprehensive  Income,  Old Dominion has included a Statement of
     Comprehensive  Income  in its  consolidated  financial  statements  for the
     quarter ended March 31, 1998.





<PAGE>




                       OLD DOMINION ELECTRIC COOPERATIVE

                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




Results of Operations

     Operating  Revenues.  Old  Dominion's  operating  revenues are derived from
power sales to its Members and to  non-members.  Revenues  from sales to Members
are a function of the  requirement  for power by the Members'  consumers and Old
Dominion's  cost of service  in  meeting  that  requirement.  The major  factors
affecting  Members'  consumers' demand for power are the growth in the number of
consumers and seasonal weather fluctuations.

     The following  table  illustrates  the increases  (decreases)  in operating
revenues by component:


<TABLE>
<CAPTION>

                                                                  Three Months
                                                                      Ended
                                                                     March 31,
                                                                  1998 vs 1997
                                                                 --------------
                                                                 (in thousands)


<S><C>

              Sales to Members:
                 Power sales volume                                  $(3,013)
                 Blended rates                                          (492)
                 Fuel adjustment revenue                              (1,006)
                 Margin stabilization plan adjustment                  1,368
                                                                    ---------
                                                                      (3,143)
              Sales to non-member                                        145
                                                                    ---------
                                                                     $(2,998)
                                                                    =========

</TABLE>


     The milder  weather in the first  quarter of 1998 as  compared  to the same
period of 1997  resulted in a 4.3%  decrease in demand sales and a 2.2% decrease
in energy  sales.  Old  Dominion's  demand and energy sales for the three months
ended March 31, 1998,  were  3,668,716 MW and 1,924,132 MWh,  respectively.  Old
Dominion's  demand and energy  sales for the three  months ended March 31, 1997,
were 3,803,952 MW and 1,965,120 MWh, respectively.


     Operating Expenses.  Old Dominion has an 11.6% undivided ownership interest
in the North Anna  Nuclear  Power  Station  ("North  Anna") and a 50%  undivided
interest in the Clover Power  Station  ("Clover").  While  nuclear power plants,
such as North Anna,  generally have relatively high fixed costs, such facilities
operate  with  relatively  low  variable  costs  due to  lower  fuel  costs  and
technological  efficiencies.  Owners of  nuclear  power  plants,  including  Old
Dominion,  incur the embedded fixed costs of these facilities whether or not the
units operate.

     When either North Anna or Clover is off-line,  Old Dominion  must  purchase
replacement  power  that  is  more  costly.  Any  change  in the  amount  of Old
Dominion's  energy output from North Anna or Clover  displaces or is replaced by
higher cost  supplemental  energy  purchases  from  Virginia  Electric and Power
Company ("Virginia Power"). As a result, Old Dominion's operating expenses,  and
therefore its rates to the Members, are significantly  affected by the operation
of North Anna and Clover.



<PAGE>


     North Anna and Clover capacity factors for 1998 and 1997 were as follows:


<TABLE>
<CAPTION>


                                               North Anna                       Clover
                                              ------------                      ------
                                          Three Months Ended               Three Months Ended
                                               March 31,                        March 31,
                                        ---------------------             --------------------
                                          1998         1997                 1998         1997
                                        --------     --------             -------       ------
<S> <C>

             Unit 1                     99.8%          100.9%              87.6%         61.9%
             Unit 2                     97.0           100.7               58.6          70.3
             Combined                   98.4           100.8               73.1          66.1%


</TABLE>

     North Anna Units 1 and 2 were not off-line during the first quarter of 1998
or 1997.

     As of March 31, 1998,  Clover Unit 1 had been on-line 138 consecutive days.
Clover Unit 2 was taken  off-line  February  28, 1998,  for a scheduled  chimney
liner replacement.  During the first quarter of 1997, Clover Unit 1 was off-line
13 days while repairs were made to the chimney's  titanium liner and Clover Unit
2 was off-line 11 days for a scheduled one-year warranty inspection.

     In  addition to power  generated  at North Anna and  Clover,  Old  Dominion
purchases  power from Virginia Power,  Public Service  Electric & Gas ("PSE&G"),
Delmarva Power & Light  ("Delmarva  Power") and others.  Old  Dominion's  energy
supply for 1998 and 1997 was as follows:


<TABLE>
<CAPTION>

                                                                           Three Months Ended
                                                                                 March 31,
                                                              ----------------------------------------------

                                                                      1998                     1997
                                                              ---------------------      -------------------
                                                                  (MWh)                     (MWh)
<S> <C>

               North Anna                                        441,113    22.6%          452,309    22.4%
               Clover                                            689,043    35.2           621,660    30.7
               Purchased Power:
                  Virginia Power                                 397,140    20.3           473,671    23.4
                  PSE&G & Others                                 285,076    14.6           254,025    12.6
                  Delmarva Power                                  87,840     4.5           168,073     8.3
                  Other                                           54,872     2.8            52,449     2.6
                                                               ---------   ------        ----------  -------
                    Total Available Energy                     1,955,084   100.0%         2,022,187   100.0%
                                                               =========   ======        ==========  =======

</TABLE>


     Increased  production  at Clover and mild weather were the primary  factors
affecting operating expenses in the first quarter of 1998. Purchased power costs
were lower than in the first quarter of 1997 because of the increased production
at Clover and the decrease in sales. Fuel and other operation costs were greater
in 1998 than in the first quarter of 1997 because of the increased production at
Clover.

    Other operating expenses in the first quarter of 1998 remained approximately
the same as in the first quarter of 1997 except for depreciation expense,  which
increased as a result of  accelerating  amortization of the remaining North Anna
plant acquisition adjustment.

    Other  income,  net,  increased  because of a refund of  administrative  and
general expenses for 1996 and 1997 which resulted from  implementation  of a new
Interconnection and Operating Agreement with Virginia Power.

    Interest  on  long-term  debt  decreased  in the  first  quarter  of 1998 as
compared  to the same  period in 1997 due to the  purchase  of $32.0  million of
outstanding debt in 1997.




<PAGE>


Liquidity and Capital Resources

    Operating  Activities.  Operating activities are an important source of cash
for Old Dominion  providing $44.3 million in the first quarter of 1998 and $56.8
million in the first quarter of 1997. The decrease of $12.5 million is primarily
due to the  accelerated  amortization of certain  regulatory  assets in December
1997 and the change between periods in non-cash working capital, mainly accounts
payable and accrued expenses.

    Financing  Activities.  Financing  activities  resulted in a cash outflow of
$7.5 million as Old Dominion used its cash from  operations for debt service and
the retirement of a portion of capital credits.

     Investing  Activities.  Investing activities resulted in a net cash outflow
of $4.9 million mainly due to electric plant additions.


Other Matters

    In April 1998,  Ronald W. Watkins and the Board of Directors of Old Dominion
decided not to renew Mr. Watkins'  employment  contract,  which expired April 1,
1998. Mr. Watkins had been president and chief executive officer of Old Dominion
since April 1, 1995. The Board of Directors named Charles R. Rice, Jr.,  current
vice chairman of Old Dominion's  board, to serve as acting president until a new
president and chief executive officer is hired.

    In  1995,  Old  Dominion  and  10 of  its  12  member  distribution  systems
established an affiliate,  CSC Services,  Inc. ("CSC"),  to explore  alternative
business opportunities on behalf of the cooperatives.  During 1996, CSC invested
in an  approximate  one-half  interest in Seacoast Power LLC, whose wholly owned
subsidiary,  Seacoast,  Inc.  ("Seacoast"),  executed a  six-month  power  sales
contract with INECEL,  the state-owned  electric utility in Ecuador.  Because of
contract  disputes,  INECEL did not pay invoices rendered by Seacoast for energy
made available under the terms of the power sales contract. Accordingly, in July
1996,  Seacoast filed a $26.0 million  lawsuit in Ecuador against INECEL seeking
to recover  approximately  $16.3  million in amounts  owed under the power sales
contract,  plus  damages  and fees.  A trial date has not been set.  CSC and the
other  participants  in  Seacoast  Power LLC have sold  their  interest  in this
venture but have retained their interest in this lawsuit.

    On May 24,  1996,  a default  judgment of  approximately  $27.0  million was
rendered  against  Seacoast  pursuant to a claim filed in the District  Court of
Travis  County,  Texas,  by an  entity  seeking  damages  for  breach of an oral
contract by the former owners of Seacoast.  On January 29, 1998, the Texas Court
of Appeals issued an order affirming the default  judgment  against Seacoast but
reversing and remanding the award of damages as factually unsupported.

    On February 27, 1997, Southside Electric Cooperative  ("Southside"),  one of
two Member distribution  systems that did not participate in forming CSC, raised
a question as to whether the loss,  with respect to Old  Dominion's  interest in
Seacoast,  should be borne totally by Old Dominion,  thus resulting in a greater
financial  burden on Southside.  Southside  asserts that their share of the loss
should be  limited  to a pro rata  share of Old  Dominion's  30%  common  equity
participation in CSC, which may be less than their proportionate share as an Old
Dominion Member. On October 16, 1997, the Board of Directors of Southside passed
a resolution  outlining various issues of concern with Old Dominion.  Management
believes  these issues will be resolved over time and without a material  impact
on Old Dominion's financial position.

    On October 14, 1997, Old Dominion's Board of Directors approved a resolution
adopting certain  strategic  objectives  designed to mitigate the effects of the
transition to a competitive  electric market (the "Strategic Plan  Initiative").
Management is currently evaluating various alternatives as Old Dominion prepares
for transition to competition.  The Strategic Plan Initiative could result in an
alternate  treatment  of Old  Dominion's  excess  margins,  which are  currently
returned to Members through the Margin  Stabilization  Plan.  Northern  Virginia
Electric Cooperative  ("NOVEC"),  Rappahannock Electric Cooperative ("REC"), and
Southside  have  voiced  concerns  about the level and timing of  stranded  cost
recovery as contemplated by the Strategic Plan  Initiative.  Further,  NOVEC and
REC have expressed concerns about the Strategic Plan Initiative  regarding:  (1)
the all-requirements nature of the Wholesale Power Contracts that they have with
Old  Dominion,  and (2) whether Old Dominion  has the right under the  Wholesale
Power  Contracts  to  "over-collect"  monies  from its  members  for future debt
retirement or for payment of future  stranded  costs. To address these concerns,
Old Dominion is working with representatives from NOVEC and REC.

<PAGE>



Future Issues

Competition

     The electric  utility  industry is becoming  increasingly  competitive as a
result of deregulation,  competing energy suppliers,  new technology,  and other
factors.  The Energy  Policy Act of 1992  amended the Federal  Power Act and the
Public Utilities  Holding Company Act to allow for increased  competition  among
wholesale electricity suppliers and increased access to transmission services by
such  suppliers.  A number  of  other  significant  factors  have  affected  the
operations of electric  utilities,  including the  availability and cost of fuel
for the generation of electric  energy;  the use of alternative fuel sources for
space and water  heating and  household  appliances;  fluctuating  rates of load
growth;  compliance  with  environmental  and  other  governmental  regulations;
licensing and other delays affecting the  construction,  operation,  and cost of
new and existing facilities; and the effects of conservation, energy management,
and other  governmental  regulations  on the use of electric  energy.  All these
factors  present an  increasing  challenge to companies in the electric  utility
industry,  including  Old Dominion and its Members,  to reduce  costs,  increase
efficiency and innovation, and improve management of resources.

Year 2000 Compliance

    Old  Dominion  has  entered  into  a  contract  for  an  assessment  of  its
information  systems and vendor supplied  application  software as it relates to
their ability to comply with the year 2000. The assessment is scheduled to begin
May 18, 1998 and is expected to be complete in mid-July.  Management anticipates
that some computer systems may require modification or replacement; however, the
cost of any modification or replacement has not been determined at this time.

<PAGE>




                        OLD DOMINION ELECTRIC COOPERATIVE

                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings.

               Other than certain legal proceedings  arising out of the ordinary
           course of business,  which management  believes will not have a
           material adverse impact on the results of  operations or financial
           condition of Old Dominion,  there is no other litigation pending or
           threatened  against Old Dominion.  See "Management's Discussion and
           Analysis of Financial Condition and Results of  Operations--Other
           Matters"  for a  discussion  of  certain disputes  relating  to Old
           Dominion's interest in Seacoast, Inc.


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

     (a)   Exhibits.

           27.Financial Data Schedule

     (b)   Reports on Form 8-K.

           The Registrant  filed no reports on Form 8-K during the quarter ended
March 31, 1998.


<PAGE>


                                   SIGNATURE

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


                                      OLD DOMINION ELECTRIC COOPERATIVE
                                              Registrant




Date:     March 15, 1998                 /s/Daniel  M. Walker
                                      ------------------------------------
                                             Daniel M. Walker
                                    Vice President of Accounting and Finance
                                           (Chief Financial Officer)




<PAGE>


                                  EXHIBIT INDEX

Exhibit                                                                   Page
Number             Description of Exhibit                                Number
-------            ----------------------                                ------

    27.       Financial Data Schedule                                       17