<PAGE>

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


                                  FORM 10-Q/A
(Mark One)

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

                  For the quarterly period ended June 30, 2001

                                       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

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                   Number
                                                                                   ------
PART I.  Financial Information
<S> <C>
Item 1.  Financial Statements
           Condensed Consolidated Balance Sheets - June 30, 2001 (Unaudited)
             and December 31, 2000                                                    3

           Condensed Consolidated Statements of Revenues, Expenses and
             Patronage Capital (Unaudited) - Three and Six Months Ended
             June 30, 2001 and 2000                                                   4

           Condensed Consolidated Statements of Comprehensive Income (Unaudited) -
             Three and Six Months Ended June 30, 2001 and 2000                        4

           Condensed Consolidated Statements of Cash Flows (Unaudited) - Six
             Months Ended June 30, 2001 and 2000                                      5

           Notes to Condensed Consolidated Financial Statements                       6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                                8


PART II. Other Information


Item 1.  Legal Proceedings                                                           15

Item 6.  Exhibits and Reports on Form 8-K                                            15

Signature                                                                            16
</TABLE>
<PAGE>

                        OLD DOMINION ELECTRIC COOPERATIVE
                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                                June 30,            December 31,
                                                                                  2001                  2000
                                                                            -----------------     -----------------
                                                                                          (in thousands)
<S> <C>
ASSETS:                                                                           (unaudited)                   (*)
-------------------------------------------------------------------------
Electric Plant:
       In service                                                                $   899,957           $   900,290
       Less accumulated depreciation                                                (334,267)             (304,588)
                                                                            -----------------     -----------------
                                                                                     565,690               595,702
       Nuclear fuel, at amortized cost                                                 2,962                 5,598
       Construction work in progress                                                  80,389                47,598
                                                                            -----------------     -----------------
              Net Electric Plant                                                     649,041               648,898
                                                                            -----------------     -----------------
Investments:
       Nuclear decommissioning trust fund                                             60,374                60,530
       Lease deposits                                                                132,754               131,364
       Other                                                                          57,545                54,836
                                                                            -----------------     -----------------
              Total Investments                                                      250,673               246,730
                                                                            -----------------     -----------------
Current Assets:
       Cash and cash equivalents                                                      32,046                20,259
       Receivables                                                                    44,500                46,769
       Fuel, materials and supplies, at average cost                                  10,904                10,236
       Prepayments                                                                     1,898                 1,508
       Deferred energy                                                                21,085                15,376
                                                                            -----------------     -----------------
              Total Current Assets                                                   110,433                94,148
                                                                            -----------------     -----------------
Deferred Charges:                                                                     22,804                20,796
                                                                            -----------------     -----------------
                     Total Assets                                                $ 1,032,951           $ 1,010,572
                                                                            =================     =================

CAPITALIZATION AND LIABILITIES:
-------------------------------------------------------------------------
Capitalization:
       Patronage capital                                                         $   220,994           $   224,598
       Accumulated other comprehensive income                                            642                  (256)
       Long-term debt                                                                447,564               449,823
                                                                            -----------------     -----------------
              Total Capitalization                                                   669,200               674,165
                                                                            -----------------     -----------------
Current Liabilities:
       Long-term debt due within one year                                             30,488                30,488
       Accounts payable                                                               31,039                29,091
       Accounts payable  - Members                                                    45,222                20,912
       Accrued expenses                                                                6,877                 6,849
                                                                            -----------------     -----------------
              Total Current Liabilities                                              113,626                87,340
                                                                            -----------------     -----------------
Deferred Credits and Other Liabilities:
       Decommissioning reserve                                                        60,374                60,530
       Obligations under long-term leases                                            135,772               134,463
       Other                                                                          53,979                54,074
                                                                            -----------------     -----------------
              Total Deferred Credits and Other Liabilities                           250,125               249,067
                                                                            -----------------     -----------------
Commitments and Contingencies                                                              -                     -
                                                                            -----------------     -----------------
                     Total Capitalization and Liabilities                        $ 1,032,951           $ 1,010,572
                                                                            =================     =================

-------------------------------------------------------------------------------------------------------------------
</TABLE>


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

   (*)     The Consolidated Balance Sheet at December 31, 2000, has been taken
           from the audited financial statements at that date, but does not
           include all disclosures required by generally accepted accounting
           principles.

                                       3
<PAGE>

                        OLD DOMINION ELECTRIC COOPERATIVE

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

<TABLE>
<CAPTION>


                                                   Three Months Ended                          Six Months Ended
                                                        June 30,                                    June 30,
                                         ------------------------------------    ---------------------------------------
                                               2001                  2000                2001                  2000
                                         ----------------    ----------------    -----------------     -----------------
                                                                         (in thousands)

<S> <C>
Operating Revenues                           $ 111,933              $ 95,349            $ 234,221             $ 200,234
                                         --------------    ------------------    -----------------     -----------------

Operating Expenses:
       Fuel                                     14,046                11,558               27,753                23,317
       Purchased power                          61,404                39,972              123,428                80,976
       Operations and maintenance                8,767                 9,068               17,304                17,594
       Administrative and general                4,888                 5,278               11,455                 9,394
       Depreciation, amortization, and
             decommissioning                    11,429                15,653               31,658                40,826
       Taxes other than income taxes               783                 2,536                1,587                 4,496
                                         --------------    ------------------    -----------------     -----------------
              Total Operating Expenses         101,317                84,065              213,185               176,603
                                         --------------    ------------------    -----------------     -----------------
                     Operating Margin           10,616                11,284               21,036                23,631
Other Income/(Expense), net                        192                  (245)                 682                  (713)
Investment Income                                  700                 1,359                1,467                 2,452
Interest Charges, net                           (9,568)              (10,318)             (19,289)              (21,116)
                                         --------------    ------------------    -----------------     -----------------
                     Net Margin                  1,940                 2,080                3,896                 4,254
Patronage Capital-Beginning of Period          226,554               218,543              224,598               216,369
Payment of Capital Credits                      (7,500)                    -               (7,500)                    -
                                         --------------    ------------------    -----------------     -----------------
Patronage Capital-End of Period              $ 220,994             $ 220,623            $ 220,994             $ 220,623
                                         ==============    ==================    =================     =================

------------------------------------------------------------------------------------------------------------------------

</TABLE>


                        OLD DOMINION ELECTRIC COOPERATIVE

      CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


<TABLE>
<CAPTION>

                                                  Three Months Ended                       Six Months Ended
                                                        June 30,                               June 30,
                                             -------------------------------    ---------------------------------------
                                                 2001               2000               2001                  2000
                                             ------------    ---------------    -----------------     -----------------
                                                                       (in thousands)

<S> <C>
Net Margin                                       $ 1,940            $ 2,080              $ 3,896               $ 4,254
Other comprehensive income:
     Unrealized (loss)/gain on investments           (15)               132                  898                   165
                                             ------------    ---------------    -----------------     -----------------
Comprehensive income                             $ 1,925            $ 2,212              $ 4,794               $ 4,419
                                             ============    ===============    =================     =================

-----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       4
<PAGE>

                        OLD DOMINION ELECTRIC COOPERATIVE

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                      Six Months Ended
                                                                                          June 30,
                                                                             --------------------------------------
                                                                                  2001                  2000
                                                                             ----------------     -----------------
                                                                                          (in thousands)
<S> <C>
Operating Activities:
     Net margin                                                                      $ 3,896               $ 4,254
     Adjustments to reconcile net margin to net cash
              provided by operating activities:
          Depreciation, amortization, and decommissioning                             30,358                40,826
          Other noncash charges                                                        4,051                 4,081
          Amortization of lease obligation                                             4,729                 4,535
          Interest on lease deposits                                                  (4,629)               (4,431)
          Change in current assets                                                    (4,498)               (7,837)
          Change in current liabilities                                               18,786                 5,987
     Deferred charges and other                                                         (827)               (2,049)
                                                                             ----------------     -----------------
                            Net Cash Provided by Operating Activities                 51,866                45,366
                                                                             ----------------     -----------------

Financing Activities:
     Reductions of long-term debt                                                     (3,572)              (32,985)
     Obligations under long-term leases                                                 (180)                 (177)
                                                                             ----------------     -----------------
                            Net Cash Used in Financing Activities                     (3,752)              (33,162)
                                                                             ----------------     -----------------

Investing Activities:
     Lease deposits and other investments                                             (1,811)                  392
     Electric plant additions                                                        (34,176)               (6,488)
     Decommissioning fund deposits                                                      (340)                 (340)
                                                                             ----------------     -----------------
                            Net Cash Used in Investing Activities                    (36,327)               (6,436)
                                                                             ----------------     -----------------
                                   Net Change in Cash and Cash Equivalents            11,787                 5,768
Cash and Cash Equivalents - Beginning of Period                                       20,259                25,088
                                                                             ----------------     -----------------
Cash and Cash Equivalents - End of Period                                           $ 32,046              $ 30,856
                                                                             ================     =================

-------------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                       5
<PAGE>

                       OLD DOMINION ELECTRIC COOPERATIVE

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1. In the opinion of the management of Old Dominion Electric Cooperative (Old
   Dominion), the accompanying unaudited condensed 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 June 30, 2001, and its consolidated results of
   operations, comprehensive income, and cash flows for the three and six months
   ended June 30, 2001 and 2000.  The consolidated results of operations for the
   three and six months ended June 30, 2001, 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 2000 Annual Report on Form 10-K filed with the
   Securities and Exchange Commission.

2. In 1997, we adopted certain strategic objectives designed to mitigate the
   effects of transition to a competitive electric market, which became known as
   our Strategic Plan Initiative.  As part of our Strategic Plan Initiative, our
   board of directors unanimously approved a resolution to record accelerated
   depreciation on our generation assets from January 1, 1999 through December
   31, 2003, and to recover the additional expense through rates pursuant to our
   formulary rate.  During the first half of 2001, we recorded additional
   depreciation of $18.5 million ($4.2 million in the second quarter) as
   compared to $26.2 million in the first half of 2000 ($8.3 million in the
   second quarter).

   To date we have collected $160.3 million through our Strategic Plan
   Initiative and have purchased $86.1 million of our outstanding debt ($3.6
   million in the first half of 2001).

   Based on current market projections, we believe that the $160.3 million
   accumulated through the Strategic Plan Initiative since 1998 and held as cash
   or investments or already applied to reduce our indebtedness is sufficient to
   reduce our costs to a level which would enable the member distribution
   cooperatives' rates for power to their customers to be at or below projected
   market rates by January 1, 2004.  As a result, we ceased recording
   accelerated depreciation of our generating facilities effective June 1, 2001.
   At the same time, our board of directors authorized a revenue deferral plan
   for the period June 1, 2001 through December 31, 2002.  Under this plan we
   estimate that we will collect approximately $9.1 million through our demand
   rate in 2001, which we will use to partially offset the increases in our
   demand rate we expect in 2002.  At June 30, 2001, we had deferred $1.3
   million, which is included in other assets and depreciation, amortization and
   decommissioning expense.

3. Effective January 1, 2001, Old Dominion adopted Statement of Financial
   Accounting Standards No. 133, "Accounting for Derivative Instruments and
   Hedging Activities" (SFAS 133), as amended by Statement of Financial
   Accounting Standards No. 138 (SFAS 138), "Accounting for Certain Derivative
   Instruments and Certain Hedging Activities."  The adoption of these
   accounting standards did not have a significant effect on Old Dominion's
   financial statements.

4. In June 2001, we formed ODEC Power Trading, Inc. ("ODEC Power Trading") with
   $7.5 million of capital and immediately distributed the stock of ODEC Power
   Trading as a patronage distribution to our member distribution cooperatives
   on the same date. ODEC Power Trading is now owned by our member distribution
   cooperatives to sell power in the market, manage the members' exposure to
   changes in fuel prices and take advantage of other power trading
   opportunities, which may become available in the market. In addition, to
   facilitate ODEC Power Trading's ability to sell

                                       6
<PAGE>

   power to the market, we have agreed to guarantee a maximum of $42.5 million
   of ODEC Power Trading's delivery and payment obligations associated with its
   energy trades. Our guarantee of ODEC Power Trading's obligations will enable
   it to maintain credit support sufficient to meet its delivery and payment
   obligations associated with its energy trades.

5. Certain reclassifications have been made to the accompanying prior year's
   consolidated financial statements to conform to the current year's
   presentation.

                                       7
<PAGE>

                        OLD DOMINION ELECTRIC COOPERATIVE

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


Caution Regarding Forward Looking Statements

     Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements regarding matters that could have
an impact on our business, financial condition, and future operations. These
statements, based on our expectations and estimates, are not guarantees of
future performance and are subject to risks, uncertainties, and other factors
that could cause actual results to differ materially from those expressed in the
forward-looking statements. These risks, uncertainties, and other factors
include, but are not limited to, general business conditions, increased
competition in the electric utility industry, changes in our tax status, demand
for energy, federal and state legislative and regulatory actions and legal and
administrative proceedings, changes in and compliance with environmental laws
and policies, weather conditions, the cost of commodities used in our industry,
and unanticipated changes in operating expenses and capital expenditures. Our
actual results may vary materially from those discussed in the forward-looking
statements as a result of these and other factors. Any forward-looking statement
speaks only as of the date on which the statement is made, and we undertake no
obligation to update any forward-looking statement or statements to reflect
events or circumstances after the date on which the statement is made even if
new information becomes available or other events occur in the future.

Results of Operations

Operating Revenues

     Sales to Members. Our operating revenues are derived from power sales to
our members and to non-members. Revenues from sales to members are a function of
our member distribution cooperatives' customers' requirements for power and our
formulary rate for sales of power to our member distribution cooperatives. Our
formulary rate is based on our cost of service in meeting these requirements.
Our member revenues by formulary rate component, energy sales to our members and
average member cost per megawatthour for the three and six month periods ended
June 30, 2001 and 2000, were as follows:
<TABLE>
<CAPTION>

                                                    Three Months Ended               Six Months Ended
                                                         June 30,                          June 30,
                                                --------------------------      ---------------------------
                                                   2001           2000              2001            2000
                                                ----------     -----------      ----------      -----------
<S><C>
       Member Revenues (in thousands)
          Demand                               $  45,498          $53,513        $106,097         $119,003
          Energy                                  37,343           36,186          81,449           77,079
          Fuel factor adjustment                  29,158             (607)         43,693           (2,339)
                                               ---------        ---------       ---------        ---------
              Total Member Revenues             $111,999          $89,092        $231,239         $193,743
                                                ========          =======        ========         ========

         Sales (in MWh)                        2,065,651        2,026,301       4,526,199        4,314,945
         Average Member Cost (in MWh)             $54.22           $43.97          $51.09           $44.90
</TABLE>

     Three factors significantly affect our member distribution cooperatives'
consumers' requirements for power:

o    growth in the number of consumers,

o    growth in consumers' requirements for power, and

o    seasonal weather fluctuations.

                                       8
<PAGE>

   Weather affects the demand for electricity. Although the exact amount of
sales attributable to weather conditions cannot be quantified, extreme
temperatures tend to increase demand for energy to run heating and air
conditioning systems. Mild weather generally reduces demand since heating and
air conditioning systems are needed less. Other factors affecting our
distribution cooperative members' customers' demand for energy include the
amount, size and usage of electronics, machinery and expansion of operations
among their commercial and industrial customers.

         Changes in our member revenues attributed to growth in sales volume and
changes in our rates for demand and energy (including our base energy rate and
our fuel factor adjustment) for the three and six month periods ended June 30,
2001 as compared with the three and six month periods ended June 30, 2000, were
as follows:
<TABLE>
<CAPTION>

                                                          Three Months                    Six Months
                                                          Ended June 30,                 Ended June 30,
                                                      2001 Compared to 2000           2001 Compared to 2000
                                                     ----------------------          ----------------------
<S><C>
         Change in member revenues                                         (in thousands)
             due to change in:
              Demand sales volume                            $ (1,310)                     $  3,004
              Energy sales volume                                 691                         3,659
                                                             --------                      --------
                  Total sales volume                             (619)                        6,663
                                                             --------                      --------

               Demand rate                                     (6,702)                      (15,910)
               Energy rate                                     30,228                        46,743
                                                              -------                        ------
                  Total rates                                  23,526                        30,833
                                                              -------                        ------

               Total change in member revenues                $22,907                       $37,496
                                                              =======                       =======
</TABLE>

       Total member revenues for the second quarter and first six months of 2001
increased $22.9 million and $37.5 million, or 25.7% and 19.4%, respectively,
over the same periods in 2000 primarily as a result of an increase in our
average energy rate.

     Our average energy rate for the three and six months ended June 30, 2001,
increased 83.3% and 59.6%, respectively, over the same periods in 2000 as a
result of increasing our fuel factor adjustment effective April 1, 2001. The
base energy rate is a fixed rate in our formulary rate and did not change. We
increased our fuel factor adjustment for two reasons. First, our energy costs
were higher than we projected and we needed to recover energy costs that we
previously incurred but did not fully recover under the base energy rate and
existing fuel factor adjustment. Second, we increased the fuel factor adjustment
to a level that, combined with the base energy rate, we anticipated would
adequately recover future energy costs that we expect to be more expensive than
we originally budgeted. These higher energy costs relate to, among other items,
coal purchases and short-term power purchases.

     The increase in our energy costs was partially offset by a 13.0% decrease
in the average demand rate for the six month period ended June 30, 2001 as
compared to 2000, which resulted from three separate reductions in the demand
rate. We reduced the demand rate by approximately 1.0% effective January 1,
2001, as a result of the elimination of the gross receipts tax, which had
applied to providers of electricity in Virginia. We reduced the demand rate
approximately 20.0% in April 2001 to recover evenly the remaining amounts then
anticipated to be collected under the Strategic Plan Initiative. Finally, in
response to new projected power prices, effective June 1, 2001, we stopped
recovering accelerated depreciation under the Strategic Plan Initiative, which
had the effect of amending our budget and automatically reducing our demand rate
by the terms of the formulary rate and the wholesale power contracts with the
member distribution cooperatives. See "Strategic Plan Initiative." At the same
time our board of directors authorized a revenue deferral plan for the period
June 1, 2001 through December 31, 2002. Under this plan, we estimate that we
will collect as deferred revenue approximately $9.1 million through the demand
rate in 2001. We will use these additional amounts to partially offset the
increase in the demand rate we expect in 2002. The net effect of these two
actions by our board of directors was a decrease in our demand rate of
approximately 5.0% effective June 1, 2001.


                                       9
<PAGE>

  Sales to Non-Members. Sales to non-members represent sales of excess
purchased energy and sales of excess generated energy from the Clover Power
Station ("Clover"). Excess purchased energy is sold to the Pennsylvania-New
Jersey-Maryland Interconnection LLC ("PJM") power pool. Excess generated energy
from Clover is sold to Virginia Electric and Power Company ("Virginia Power"),
pursuant to the requirements of the Clover Operating Agreement.

         Non-member revenues for the second quarter and first six months of 2001
decreased $6.3 million and $3.5 million, respectively, over the same periods in
2000 primarily as a result of lower sales of energy to PJM. During the first six
months of 2001, we purchased the majority of the energy for our member
distribution cooperatives located on the Delmarva Peninsula under an energy
contract that matched those members' need for power. During the same period in
2000 we purchased fixed amounts of power to meet our peak needs and sold the
amounts not needed by those members to PJM.

Operating Expenses

     We have an 11.6% undivided ownership interest in the North Anna Nuclear
Power Station ("North Anna") and a 50% undivided ownership interest in Clover.
Generating facilities, particularly nuclear generating facilities such as North
Anna, generally have relatively high fixed costs. Nuclear facilities operate
with relatively low variable costs due to lower fuel costs and technological
efficiencies. Owners of nuclear and other generating facilities, incur the
embedded fixed costs of these facilities whether or not the units operate.

     When either North Anna or Clover is off-line, we must purchase replacement
energy from either Virginia Power, which is more costly, or from the market,
which may be more or less costly. As a result, our operating expenses, and
consequently our rates to our member distribution cooperatives, are
significantly affected by the operations of North Anna and Clover. The output of
North Anna and Clover for the three and six month periods ended June 30, 2001
and 2000 as a percentage of the maximum dependable capacity rating of the
facilities was as follows:
<TABLE>
<CAPTION>

                                       North Anna                                      Clover
                      ------------------------------------------      ---------------------------------------
                            Three                  Six                     Three                  Six
                         Months Ended         Months Ended              Months Ended         Months Ended
                           June 30,              June 30,                  June 30,             June 30,
                      --------------------   ----------------------------------------------------------------
                       2001      2000         2001    2000             2001      2000        2001     2000
                      ------    ------       ------  -------        ---------   ------      ------   -------
<S><C>

     Unit 1             100.6%     87.5%       100.8%    79.4%          87.5%     75.2%       83.0%    83.6%
     Unit 2              86.9      99.9         76.7    101.2           71.6      89.6        83.8     87.2
     Combined            93.8      93.7         88.8     90.3           79.6      82.4        83.4     85.4
</TABLE>

     North Anna. As of June 30, 2001, North Anna Unit 1 had been online for 415
consecutive days. Prior to that North Anna Unit 1 had run for 522 consecutive
days before it began a scheduled refueling outage on March 12, 2000. Unit 1 was
returned to service on April 8, 2000.

     North Anna Unit 2 began a scheduled refueling outage on March 11, 2001,
after 340 days of being online, and was returned to service on April 10, 2001.
Unit 2 experienced only minor unscheduled outages during the first six months of
2000.

     Clover. During the first six months of 2001, Clover Unit 1 was off-line for
13 days for a scheduled maintenance outage and had been online for 276
consecutive days prior to that. The Unit was off-line 15 days during the second
quarter of 2000 for a scheduled maintenance outage and also experienced minor
unscheduled outages during the first half of 2000.

     Clover Unit 2 was off-line for 15 days during the first half of 2001 for a
scheduled maintenance outage after being online for 241 consecutive days. Clover
Unit 2 experienced only minor outages during the first half of 2000.

     In addition to power generated at Clover and North Anna, we purchase power
from Virginia Power, Public Service Electric & Gas Company, Conectiv Energy,
Pennsylvania Power & Light, and others. Our energy supply for the three and six
month periods ended June 30, 2001 and 2000, was as follows:


                                       10
<PAGE>
<TABLE>
<CAPTION>

                                              Three Months Ended                       Six Months Ended
                                                    June 30,                                June 30,
                                  -----------------------------------------  ------------------------------------
                                          2001                  2000               2001               2000
                                  ------------------    ------------------- ----------------- -------------------
                                         (MWh)                 (MWh)               (MWh)              (MWh)
<S><C>
     Clover                         743,644    32.2%     793,408    37.2%   1,579,313   33.6%   1,629,077   36.0%
     North Anna                     429,247    18.6      425,029    19.9      823,708   17.5      819,490   18.1
                                  ---------    ----    ---------    ----    ---------   ----    ---------   ----
                                  1,172,891    50.8    1,218,437    57.1    2,403,021   51.1    2,448,567   54.1
                                  ---------    ----    ---------    ----    ---------   ----    ---------   ----
     Purchased Power:
       Virginia Area                596,587    25.9      403,639    18.9    1,169,411   24.9      976,463   21.6
       Delmarva Area                488,819    21.2      462,220    21.7    1,013,804   21.6      987,205   21.8
       Other                         49,511     2.1       48,052     2.3      112,110    2.4      110,652    2.5
                                  ---------   -----   ----------   -----    ---------  -----    ---------   ----
                                  1,134,917    49.2      913,911    42.9    2,295,325   48.9    2,074,320   45.9
                                  ---------   -----   ----------   -----    ---------  -----    ---------  -----
         Total Available Energy   2,307,808   100.0%   2,132,348   100.0%   4,698,346  100.0%   4,522,887  100.0%
                                  =========   =====    =========   =====    =========  =====    ========== =====
</TABLE>


     Market forces influence the structure of new power supply contracts. Within
PJM, our contracts reflect the need to have capacity (either owned generation or
purchase contracts) to meet load. For supplying energy , we purchase energy from
the market or utilize the PJM power pool when economical. In Virginia, demand
and energy requirements contracts are provided principally by Virginia Power,
American Electric Power-Virginia, and Allegheny Power System, although energy
may be displaced under the Interconnection and Operating Agreement with Virginia
Power.

       Aggregate operating expenses for the second quarter and first six months
of 2001 increased $17.5 million and $36.6 million, or 20.5% and 20.7%,
respectively over the same periods in 2000, primarily as a result of an increase
in the amount of energy sold and an increase in energy costs. Our average cost
of purchased power rose 23.7% and 37.8% in the second quarter and first six
months of 2001, respectively, as compared to the same periods in 2000 mainly
because of rising energy prices. We have secured the majority of our energy
needs for 2002 and 2003 at fixed prices that are below those that we paid during
the first half of 2001. The average cost of fuel increased 26.2% and 21.3% in
the second quarter and first six months of 2001, respectively, as compared to
the second quarter and first six months of 2000 because of the higher price of
coal and a fuel inventory adjustment.

     Administrative and general expenses increased in the first half of 2001 as
compared to the first half of 2000 primarily because of an increase in
engineering consulting and legal fees related to pre-construction activities for
the combustion turbine facilities. See "Liquidity and Capital Resources--
Investing Activities." Administrative and general expenses in the second quarter
of 2001 did not change significantly from the second quarter of 2000.

     The increases in our operating expenses generally caused by higher energy
costs, which we recover through our base energy rate and fuel factor adjustment,
were partially offset by decreases in two cost components of our demand rate.
First, depreciation, amortization and decommissioning decreased as compared to
the first six months of 2000, primarily due to a $7.7 million decrease in the
amount of accelerated depreciation recorded on generation assets in accordance
with our Strategic Plan Initiative. See "Strategic Plan Initiative." Accelerated
depreciation for the six months ended June 30, 2001 and 2000, was $18.5 million
and $26.2 million, respectively. Second, taxes, other than income taxes,
decreased in the second quarter and first six months of 2001 as compared to the
same periods in 2000 since we are no longer subject to the Virginia gross
receipts tax as of January 1, 2001.

Non-Operating Income and Expenses

     Investment Income. Investment income decreased in the second quarter and
first six months of 2001, as compared to the same periods in 2000 primarily
because of aggregate payments of $62.4 million made on combustion turbine
generators over the past year of which $22.9 million was paid in the first six
months of 2001 and a reduction in the interest rate on our investments.

     Interest. Interest on long-term debt decreased in the second quarter and
first six months of 2001 because of the purchase of $33.3 million of our
outstanding debt and $28.5 million in debt principal payments in 2000.
Additionally, we purchased $3.6 million of our outstanding debt in the first
half of 2001 ($2.0 million in the second quarter).


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  Net Margin. Our net margin, which is a function of our interest expense,
decreased in the second quarter and first six months of 2001 as compared to the
same periods in 2000, because our interest expense was lower as a result of debt
principal payments and purchases of our outstanding debt in accordance with our
Strategic Plan Initiative.

Liquidity and Capital Resources

     Operations. Historically, our operating cash flows have been sufficient to
meet our short and long-term capital expenditures relating to the operation of
North Anna and Clover, our debt service requirements and our ordinary business
operations. As of the six months ended June 30, 2001, our operating cash has
been sufficient to meet all of our cash requirements, including all costs
related to the development and construction of the combustion turbine
facilities.

     Financing activities. Pursuant to our Strategic Plan Initiative, we
collected approximately $160.3 million to reduce our outstanding indebtedness.
See "Strategic Plan Initiative." Of this amount, we have spent $89.2 million
(including premiums and discounts) to purchase our outstanding debt. These debt
purchases resulted in principal retirements of $3.6 million during the first six
months of 2001 and $33.3 million and $49.3 million in 2000 and 1999,
respectively. We intend to use the remaining $71.1 million to purchase
additional outstanding debt from time to time in the most economical method
before 2004.

     Investing activities. Our investing activities for the first six months of
2001 consisted primarily of the purchase of generators for our combustion
turbine facilities.

     We are developing three combustion turbine facilities to meet the capacity
needs of our member distribution cooperatives. Each of these facilities is being
developed in a separate wholly owned subsidiary formed in 2001 and each
subsidiary has purchased our rights in the facility to be owned by it. To date,
we have financed the development and construction of the facilities through
internally generated funds by making the funds available to the subsidiaries
through loans evidenced by promissory notes.

Strategic Plan Initiative

     In the late 1990's, the possibility of retail competition and projected
lower market power rates caused us to focus on reducing our costs. Specifically,
we sought to lower our costs so that our member distribution cooperatives could
set rates for power at or below market rates for power by the time competition
for retail customers began in Virginia in 2004. Our efforts to meet this
objective became known as the "Strategic Plan Initiative." Because estimates of
future market rates for power constantly change, we have monitored and
periodically evaluated our methods and progress in achieving the goal of the
Strategic Plan Initiative to identify and implement any appropriate changes. Our
actions to reduce costs pursuant to the Strategic Plan Initiative have included:

o     restructuring our power purchase contracts with neighboring utilities
      to reduce the term of the contracts or reduce the price of the capacity
      or energy purchased under the contract,

o     accelerating amortization of regulatory assets relating to North Anna and
      other items,

o     accelerating depreciation of our generating facilities, and

o     reducing our indebtedness by purchasing our outstanding bonds.

     During the first half of 2001, we recorded additional depreciation of $18.5
million as compared to $26.2 million in the first half of 2000. To date we have
collected $160.3 million and purchased $86.1 million of our outstanding debt,
including $3.6 million in the first half of 2001.

     Our projections of the future market price of power are a key factor in
determining our progress in meeting the Strategic Plan Initiative's objective.
Beginning in 1999, our projections of market prices for power began to rise
significantly. Based on current market projections, we

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believe that the $160.3 million accumulated through the Strategic Plan
Initiative since 1998 and held as cash or investments or already applied to
reduce our indebtedness is sufficient to reduce our costs to a level which would
enable the member distribution cooperatives' rates for power to their customers
to be at or below projected market rates by January 1, 2004. As a result, we
have ceased recording accelerated depreciation of our generating facilities
effective June 1, 2001.

     Based on our projections and today's market price for power, we currently
do not anticipate the need to collect any additional funds under the Strategic
Plan Initiative. Market prices for power can change significantly, however, due
to several factors that we cannot control or predict. These include, among
others, the price of fuel (such as natural gas), the implementation of
restructuring legislation, the amount of new generating facilities constructed
by competitors and the availability of transmission capacity into the service
territories of our member distribution cooperatives. For these reasons, we
cannot predict whether the member distribution cooperatives' rates for power to
their customers will be at or below market rates by January 1, 2004. We will
continue to evaluate the various factors that impact our costs and the projected
market price of power in 2004 and take additional action as appropriate to meet
the objective of the Strategic Plan Initiative.

Competition and Changing Regulations

     Virginia, Maryland and Delaware have enacted legislation that restructures
the electric utility industry and changes the manner in which electricity may be
sold to customers. The individual restructuring plans adopted by Virginia,
Maryland and Delaware contain similar components.

     The restructuring laws of Virginia, Maryland and Delaware generally
deregulate the power component of electric service, permitting all retail
customers to purchase power from the supplier of their choice. Transmission and
distribution of power will remain regulated services. The Virginia restructuring
legislation provides for retail choice for power services to be phased in
between January 1, 2002 and January 1, 2004 in accordance with a schedule
developed by the Virginia State Corporation Commission. Our member distribution
cooperatives providing electric services in Delaware and Maryland offered their
customers a right to choose their power suppliers on April 1, 2001 and July 1,
2001, respectively.

     The restructuring laws of Virginia, Maryland and Delaware each designate
our member distribution cooperatives, at least initially, to be the default
provider of power for all customers located in their certificated service
territory who are not able or do not affirmatively select an alternative power
supplier. Generally, the new legislation also provides that the incumbent
electric utility still has the exclusive right to provide distribution services
in its certificated territory. Member distribution cooperatives in Virginia,
Maryland and Delaware also may exclusively provide metering and most billing
services to all customers located in their certificated service territories.

     The new legislation in all three states requires our member distribution
cooperatives to cap the bundled rates that it can charge customers in its
certificated service territory during a specified transition period. These
capped rates are then unbundled, or itemized, into power, transmission and
distribution components and, in some cases, a competitive transition charge to
recover costs which would have been recovered under the cost of service rates
but which are unlikely to be recovered under competitive markets rates.

Other Matters

     In June 2001, we formed ODEC Power Trading, Inc. ("ODEC Power Trading")
with $7.5 million of capital and immediately distributed the stock of ODEC Power
Trading as a patronage distribution to our member distribution cooperatives on
the same date. ODEC Power Trading is now owned by our member distribution
cooperatives to sell power in the market, manage the members' exposure to
changes in fuel prices and take advantage of other power trading opportunities,
which may become available in the market. In addition, to facilitate ODEC Power
Trading's ability to sell power to the market, we have agreed to guarantee a
maximum of $42.5 million of ODEC Power Trading's delivery and payment
obligations associated with its energy trades. Our guarantee of ODEC Power
Trading's obligations will enable it to maintain credit support sufficient to
meet its delivery and payment obligations associated with its energy trades.

     Effective June 1, 2001, the board of directors authorized a revenue
deferral plan for the period June 1, 2001 through December 31, 2002. Under this
plan, we estimate that we will collect approximately $9.1 million through our
demand rate, which we will use to reduce the increases in the demand rate we
expect in 2002. At June 30, 2001, we had deferred $1.3 million, which is
included in other assets and depreciation expense.




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                        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.

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

    (b)  Reports on Form 8-K.

         The Registrant filed no reports on Form 8-K during the quarter ended
         June 30, 2001.

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                                    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:  August 10, 2001                    /s/ Daniel M. Walker
                               -----------------------------------------------
                                              Daniel M. Walker
                               Senior Vice President of Accounting and Finance
                                           (Chief Financial Officer)


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