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 September 30, 1997

                                       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 X No

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 - September 30, 1997 (Unaudited)
             and December 31, 1996                                           3

           Consolidated Statements of Revenues, Expenses and
             Patronage Capital (Unaudited) - Three and Nine Months Ended
             September 30, 1997 and 1996                                     5

           Consolidated Statements of Cash Flows (Unaudited) - Nine
             Months Ended June 30, 1997 and 1996                             6

           Notes to Consolidated Financial Statements                        7



Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations                      9


PART II. Other Information


Item 1.  Legal Proceedings                                                  15

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

Signature                                                                   16


Exhibit Index                                                               17



<PAGE>

                        OLD DOMINION ELECTRIC COOPERATIVE
                          PART I. FINANCIAL INFORMATION

                          ITEM I. FINANCIAL STATEMENTS
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                        September 30,    December 31,
                                                                            1997             1996
                                                                        -------------    ------------
                                                                         (unaudited)           (*)
<S> <C>
ASSETS:
Electric Plant:
  In service                                                               $ 883,042       $ 882,879
  Less accumulated depreciation                                             (108,956)        (91,525)
                                                                        -------------    ------------
                                                                             774,086         791,354
  Nuclear fuel, at amortized cost                                              3,953           8,311
  Plant acquisition adjustment, at amortized cost                             23,238          24,790
  Construction work in progress                                               15,877          11,106
                                                                        -------------    ------------
     Net Utility Plant                                                       817,154         835,561
                                                                        -------------    ------------
Decommissioning Fund                                                          43,267          39,298
Other Investments and Funds, Available for Sale                                5,138          35,112
Restricted Investments and Funds                                             114,098         109,019
Current Assets:
  Cash and cash equivalents                                                  106,754          46,217
  Note receivable, net of allowance of $1.6 million
      in 1997 and 1996                                                             -           6,992
  Receivables, net of allowance of $4.4 million and
      $5.1 million in 1997 and 1996                                           34,223          36,084
  Fuel stock                                                                   3,223           3,052
  Materials and supplies, at average cost                                      5,398           5,186
  Prepayments                                                                  1,234           1,187
                                                                        -------------    ------------
     Total Current Assets                                                    150,832          98,718
                                                                        -------------    ------------
Deferred Charges                                                              29,756          27,412
Other Assets                                                                   7,435          11,226
                                                                        -------------    ------------
     Total Assets                                                        $ 1,167,680     $ 1,156,346
                                                                        =============    ============
</TABLE>


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

   (*)     The  Consolidated  Balance Sheet at December 31, 1996, 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

                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                      September 30,   December 31,
                                                                           1997            1996
                                                                       -------------   ------------
                                                                        (unaudited)         (*)
<S> <C>
CAPITALIZATION AND LIABILITIES:
Capitalization:
  Patronage capital                                                     $   193,095     $   184,753
  Long-term debt                                                            634,117         664,490
                                                                       -------------   -------------
     Total Capitalization                                                   827,212         849,243
                                                                       -------------   -------------
Current Liabilities:
  Long-term debt due within one year                                         18,228          17,928
  Accounts payable                                                           39,985          26,409
  Accounts payable - Member deposits                                         32,130          19,308
  Construction contract payable                                                   -          15,283
  Deferred energy                                                             3,513           1,771
  Accrued interest                                                           16,559           4,445
  Accrued taxes                                                               2,434             497
  Other                                                                       3,496           4,342
                                                                       -------------   -------------
     Total Current Liabilities                                              116,345          89,983
                                                                       -------------   -------------
Decommissioning Reserve                                                      43,267          39,298
Deferred Credits                                                             62,801          64,868
Obligations under Long-Term Leases                                          117,308         112,202
Other Liabilities                                                               747             752
Commitments and Contingencies
                                                                       -------------   -------------
     Total Capitalization and Liabilities                               $ 1,167,680     $ 1,156,346
                                                                       =============   =============
</TABLE>


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

   (*)     The  Consolidated  Balance Sheet at December 31, 1996, has been taken
           from the  audited  financial  statements  at that date,  but does not
           include all  disclosures  required by generally  accepted  accounting
           principles.

                                       4
<PAGE>


                        OLD DOMINION ELECTRIC COOPERATIVE

                      CONSOLIDATED STATEMENTS OF REVENUES,
                   EXPENSES AND PATRONAGE CAPITAL (UNAUDITED)
                                 (in thousands)
<TABLE>
<CAPTION>
                                          Three Months Ended      Nine Months Ended
                                            September 30,            September 30,
                                        ----------------------   -----------------------
                                          1997        1996          1997         1996
                                        ---------   ----------   ----------    ---------
<S> <C>
Operating Revenues:
  Sales to members                      $  93,620    $  98,591    $ 262,311    $ 279,548
  Sales to non-members                         80           40          382          247
                                        ---------    ---------    ---------    ---------
                                           93,700       98,631      262,693      279,795
                                        ---------    ---------    ---------    ---------

Operating Expenses:
  Operation-
    Fuel                                   10,956        9,221       29,321       27,821
    Purchased power                        47,791       44,202      127,094      147,807
    Other                                   5,650        6,124       16,662       14,990
                                        ---------    ---------    ---------    ---------
                                           64,397       59,547      173,077      190,618
  Maintenance                               1,534        2,975        5,821        6,865
  Administrative and general                3,987        3,738       12,113       10,813
  Depreciation and amortization             6,763        5,263       20,319       16,350
  Amortization of lease gains                (689)        (549)      (2,067)        (907)
  Decommissioning cost                        171          171          511          511
  Taxes other than income taxes             1,829        1,460        5,424        4,452
                                        ---------    ---------    ---------    ---------
       Total Operating Expenses            77,992       72,605      215,198      228,702
                                        ---------    ---------    ---------    ---------
Operating Margin                           15,708       26,026       47,495       51,093
                                        ---------    ---------    ---------    ---------

Other (Expense)/Income, net                  (109)      (9,974)        (143)      (4,286)
                                        ---------    ---------    ---------    ---------

Investment Income:
  Interest                                    661        1,166        2,308        3,919
  Other                                         6          739          102        1,284
                                        ---------    ---------    ---------    ---------
       Total Investment Income                667        1,905        2,410        5,203
                                        ---------    ---------    ---------    ---------

Interest Charges:
  Interest on long-term debt, net          13,559       14,974       41,542       46,265
  Other                                        82          134          167          321
  Allowance for borrowed funds
   used during construction                  (103)        (174)        (289)      (3,894)
                                        ---------    ---------    ---------    ---------
       Net Interest Charges                13,538       14,934       41,420       42,692
                                        ---------    ---------    ---------    ---------
Net Margin                                  2,728        3,023        8,342        9,318
Patronage Capital-beginning of period     190,367      178,808      184,753      172,513
                                        ---------    ---------    ---------    ---------
Patronage Capital-end of period         $ 193,095    $ 181,831    $ 193,095    $ 181,831
                                        =========    =========    =========    =========

</TABLE>

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


                                       5
<PAGE>


                        OLD DOMINION ELECTRIC COOPERATIVE

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                   Nine Months Ended
                                                                      September 30,
                                                                 ----------------------
                                                                   1997         1996
                                                                 ----------   ---------
                                                                     (in thousands)
<S> <C>
Cash Provided By Operating Activities:
  Net margin                                                     $   8,342    $   9,318
  Adjustments to reconcile net margin to net cash
   provided by operating activities:
    Depreciation                                                    18,696       14,705
    Amortization                                                     8,531        8,238
    Decommissioning cost                                               511          511
    Provision for losses on notes and accounts receivable             --         11,010
    Amortization of lease obligations                                6,163        2,618
    Gain from lease transactions                                    (2,067)      (6,672)
    Change in Current Assets and Liabilities:
        Change in current assets                                     8,423        1,383
        Change in current liabilities                               41,345      (10,341)
    (Increase) decrease in deferred charges                         (3,186)         529
    Decrease (increase) in other assets                              3,653       (2,506)
    Increase in deferred credits                                      --         62,977
    (Decrease) increase in other liabilities                            (5)         549
                                                                 ---------    ---------
       Net Cash Provided By Operating Activities                    90,406       92,319
                                                                 ---------    ---------

Cash (Used For) Provided By Financing Activities:
  Additions to long-term debt                                         --         23,884
  Obligations under long-term lease                                   --        107,566
  Reductions of long-term debt                                     (31,713)     (83,411)
                                                                 ---------    ---------
       Net Cash (Used For) Provided By Financing Activities        (31,713)      48,039
                                                                 ---------    ---------

Cash Provided By (Used For) Investing Activities:
  Additions to electric plant                                      (21,506)     (26,099)
  Decommissioning fund deposits                                       (511)        (511)
  (Additions to) reduction of other investments and funds, net      29,974     (105,188)
   Additions to restricted investments and funds, net               (6,136)        --
  Retirement work in progress                                           23            7
                                                                 ---------    ---------
       Net Cash Provided By (Used For) Investing Activities          1,844     (131,791)
                                                                 ---------    ---------
           Net Increase in Cash and Cash Equivalents                60,537        8,567
  Beginning of Period Cash and Cash Equivalents                     46,217       63,670
                                                                 ---------    ---------
  End of Period Cash and Cash Equivalents                        $ 106,754    $  72,237
                                                                 =========    =========
</TABLE>


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


                                       6
<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 September 30, 1997, its  consolidated  results of operations
     for the three and nine months ended  September  30, 1997 and 1996,  and its
     consolidated  cash flows for the nine months ended  September  30, 1997 and
     1996.  The  consolidated  results of  operations  for the nine months ended
     September  30, 1997,  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  1996 Annual Report on Form 10-K filed with the  Securities  and
     Exchange Commission (the "SEC").

2.   On April 17, 1997,  the turbine  generator  unit on Clover Power  Station's
     ("Clover")  Unit 2 was  damaged  when  necessary  auxiliary  power  was not
     available after the unit tripped  off-line.  The damage,  repairs for which
     were  approximately $5.8 million (Old Dominion's share being $2.9 million),
     was covered by insurance.  Old Dominion's share of the insurance deductible
     was $250,000. Repairs to the unit have been completed and the unit was back
     in  operation  on July 2, 1997.  During the outage,  replacement  power was
     purchased from Virginia Power at supplemental rates.

3.   In 1996,  Old  Dominion  entered  into two  long-term  lease and  leaseback
     transactions.  The net benefit to Old  Dominion of these  transactions  was
     approximately  $63.0 million.  After the transactions  closed, the staff of
     the Virginia State  Corporation  Commission  ("SCC")  assessed a 2.1% gross
     receipts  tax  on  the  approximately  $635.0  million  base  value  of the
     leaseback transactions.  Old Dominion paid the $13.3 million gross receipts
     tax  assessment  under  protest on June 1, 1997. A hearing with the SCC was
     held on September 9, 1997, to review the assessment of gross receipts taxes
     and a judgment  was  subsequently  rendered in favor of Old  Dominion.  The
     $13.3 million was returned to Old Dominion on September 30, 1997.

4.   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.  CSC and the other  participants  in Seacoast Power LLC
     also formed  Power  Ventures  LLC.  Through  loans of  approximately  $17.5
     million to Seacoast, Old Dominion and CSC funded approximately one-half the
     cost to construct and operate the  generating  assets  necessary to fulfill
     the power sales contract with INECEL.

     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.
     Management of Seacoast plans to pursue this matter;  however,  a trial date
     has not been set.

     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.  Seacoast's  registered agent in
     Texas failed to notify the current owners of Seacoast of the claim in a

                                       7
<PAGE>

     timely  manner.  On appeal,  the judgment was remanded back to the District
     Court in December  1996;  however,  in January 1997,  the  appellate  court
     reversed its decision and agreed to hear the appeal.  No rehearing date has
     been  scheduled.  Management  of Seacoast  expects to prevail in having the
     judgment overturned.

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 prorata  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  without  a  material
     impact  on Old  Dominion's financial position.

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

                                       8
<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 increases (decreases) in operating revenues
by component:

                                           Three Months       Nine Months
                                              Ended              Ended
                                           September 30,     September 30,
                                           1997 vs 1996      1997 vs 1996
                                           ------------      -------------
                                                     (in thousands)
Sales to Members:
  Power sales volume                          $ 12,683         $    874
  Blended rates                                   (731)          (1,803)
  Fuel adjustment revenues                      (2,159)          (5,432)
  Margin stabilization plan adjustment         (14,764)         (10,876)
Sales to Non-members                                40              135
                                              --------         --------
                                              $ (4,931)        $(17,102)
                                              ========         ========

     During the three months ended  September 30, 1997,  sales volume  increased
$12.7 million as compared to the same period in 1996 due to a 13.4%  increase in
demand  sales and an 11.1%  increase in energy  sales.  The  increases  were the
result of hotter  than  normal  temperatures  in August  and  September  of 1997
combined with cooler than normal  temperatures in the third quarter of 1996. The
increase  in sales  volume was off-set by a $14.8  million  change in the margin
stabilization  plan  adjustment.  This  change is  primarily  the  result of the
increase in the sales volume and the partial write-off in 1996 of Old Dominion's
interest in  Seacoast,  Inc. Old  Dominion's  demand and energy sales for the
three months ended  September 30, 1997,  were  4,204,280 kW and  2,043,371  MWh,
respectively.  Demand and energy sales for the three months ended  September 30,
1996, were 3,668,042 kW and 1,840,155 MWh, respectively.

     Operating revenues for the nine months ended September 30, 1997,  increased
as  compared  to the same  period in 1996 due to a $10.9  million  change in the
margin  stabilization  plan adjustment.  Additionally,  there was a $5.4 million
decrease  in fuel  adjustment  revenues.  Demand and  energy  sales for the nine
months  ended  September  30,  1997,  were  11,420,930  kW  and  5,680,258  MWh,
respectively.  Demand and energy sales for the nine months ended  September  30,
1996, were 11,421,737 kW and 5,630,571 MWh, respectively.

     Operating  Expenses.  Old Dominion has an 11.6%  ownership  interest in the
North Anna Nuclear Power  Station  ("North  Anna").  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.

     Old  Dominion  also holds a 50%  undivided  interest  in the  Clover  Power
Station ("Clover"),  which became fully operational when Unit 2 began commercial
operation in March 1996.

                                       9
<PAGE>

     When either North Anna or Clover is off-line,  Old Dominion  must  purchase
replacement  power  that can be 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 impacted by the operations
of North Anna and Clover.

     North Anna and Clover capacity factors for the three and nine month periods
ended September 30, 1997 and 1996, were as follows:



<TABLE>
<CAPTION>
                                    North Anna                                       Clover
                     ---------------------------------------        --------------------------------------
                            Three                 Nine                     Three                 Nine
                        Months Ended           Months Ended             Months Ended         Months Ended
                        September 30,          September 30,            September 30,        September 30
                       --------------         --------------           --------------        -------------
                       1997      1996         1997      1996           1997     1996         1997     1996
<S> <C>                --------------         --------------           --------------        -------------
     Unit 1           100.0%     98.3%        88.3%    84.8%           55.4%    41.8%        67.2%    56.5%
     Unit 2            99.6      72.9        100.2     91.5            81.7     76.7         55.8     75.2
     Combined          99.8      85.6         94.3     88.2            68.6     59.3         61.5     65.9
</TABLE>


     During the nine month period ended  September  30, 1997,  North Anna Unit 1
was off-line 30 days for scheduled  maintenance  and  refueling.  Unit 2 was not
off-line  during the first  nine  months of 1997.  During the nine month  period
ended  September 30, 1996,  North Anna Unit 1 was off-line 30 days for scheduled
maintenance  and refueling and 2 days for  unscheduled  maintenance.  Unit 2 was
off-line 23 days for scheduled refueling.

     During the nine month period ended  September  30, 1997,  Clover Unit 1 was
off-line 47 days for repairs to the chimney's liner,  three days for other minor
unscheduled maintenance and five days for scheduled maintenance. Also during the
nine months ended  September 30, 1997,  Clover Unit 2 was off-line 11 days for a
scheduled warranty inspection,  11 days for unscheduled  maintenance and 75 days
for repairs  resulting from the damage incurred on April 17, 1997, when the unit
tripped off-line.  During the nine month period ended September 30, 1996, Clover
Unit 1 was  off-line 59 days for  replacement  of the burners and repairs to the
chimney's  liner, 10 days for a scheduled  warranty  inspection and six days for
unscheduled maintenance. Unit 2 was off-line 10 days for scheduled maintenance.

     Old  Dominion's  energy  supply for the three and nine month  periods ended
September 30, 1997 and 1996, was as follows:

<TABLE>
<CAPTION>

                                             Three Months Ended                        Nine Months Ended
                                                September 30,                             September 30,
                                     -----------------------------------     ------------------------------------
                                          1997                1996                 1997                1996
                                     --------------     ----------------      ---------------     ---------------
                                       (MWh)               (MWh)               (MWh)               (MWh)
<S> <C>
     North Anna                       457,738  21.5%       392,314  20.7%     1,282,063  21.8%    1,204,154  20.8%
     Clover                           667,508  31.3        516,941  27.3      1,756,830  29.9     1,532,169  26.5
     Purchased Power:
        Virginia Power                525,681  24.6        530,497  28.0      1,493,879  25.4     1,693,391  29.2
        Delmarva Power                157,443   7.4        143,365   7.6        403,227   6.8       417,859   7.2
        PSE&G Contract                276,585  13.0        267,317  14.1        804,755  13.7       819,299  14.1
        Other                          47,156   2.2         43,257   2.3        142,565   2.4       128,893   2.2
                                  ----------- -------  ------------------    ----------------- -------------------
          Total Available Energy    2,132,111 100.0%     1,893,691 100.0%     5,883,319 100.0%    5,795,765 100.0%
</TABLE>


     Fuel  costs  increased  during  the  three  and nine  month  periods  ended
September  30,  1997,  as compared to the same  periods in 1996 due to increased
production at North Anna and Clover.

                                       10
<PAGE>

     Purchased  power  costs  increased  during  the  third  quarter  of 1997 as
compared to the third quarter of 1996 due to increased  demand and energy sales.
Purchased power costs decreased during the first nine months of 1997 as compared
to the  corresponding  period in 1996 as a result of increased  generation and a
reduction in demand costs due to the renegotiation of purchased power contracts.

     Other operating costs decreased in the third quarter of 1997 as compared to
the same period in 1996 due to a $.9 million  write-off of North Anna  pollution
control capitalized  interest in 1996. Other operating costs,  excluding the $.9
million  write-off,   increased  due  to  an  increase  in  production  and  the
reclassification  of certain costs from  maintenance  to  production  expense in
1997.  Other operating  costs increased  during the first nine months of 1997 as
compared to the same period in 1996  primarily  due to an increase in production
and  transmission  costs.  The increase in costs  resulted  from the increase in
production and the reclassification of costs.

     Maintenance  expense  decreased  during  the third  quarter  and first nine
months  of  1997  as  compared   to  the  same   periods  in  1996  due  to  the
reclassification of costs from maintenance to production expense in 1997.

     Administrative  and general  expenses  increased  during the three and nine
months ended  September  30, 1997,  due  primarily  to  additional  expenses for
purchased power contract negotiations.  Also, expenses for the nine months ended
September 30, 1997,  increased due to a change in estimate of the Federal Energy
Regulatory Commission's ("FERC") annual fee.

     Depreciation  and amortization  expense  increased during the third quarter
and first nine  months of 1997 as  compared  to the same  periods in 1996 due to
continued  recording of  depreciation  expense on replaced  steam  generators at
North Anna,  which were not fully  depreciated  when  replaced  in 1996,  and an
increase in Clover depreciation because of a change in the estimated life of the
Clover  Unit 1 ash  site  landfill.  Additionally,  for the  nine  months  ended
September 30, 1997, both Clover Units 1 and 2 were in operation, whereas, in the
first nine months of 1996, Clover Unit 2 was in operation for only six months.

     Taxes  for the three and nine  month  periods  ended  September  30,  1997,
increased  as compared  to the same  periods in 1996  primarily  due to property
taxes on Clover.  Additionally,  for the nine months ended  September  30, 1997,
there was an increase in gross receipts taxes resulting from increased  revenues
and decreased power purchases.

     Other  (expense)/income,  net,  decreased  during  the three and nine month
periods  ended  September  30,  1997,  as compared  to the same  periods in 1996
primarily due to the recording of a reserve  against the loan to Seacoast,  Inc.
in 1996. The decrease was off-set by an additional  billing to Virginia Power of
approximately  $1.5  million  for direct  overhead  costs  related to the Clover
Project for the period 1990 through  1995.  For the nine months ended  September
30, 1996,  other expense was off-set by the  recognition  of a gain on the cross
border lease transaction, which was completed in 1995.

     Investment  income decreased during the third quarter and first nine months
of 1997 as compared to 1996 due primarily to lower investment balances.

     Interest on long-term debt decreased in 1997 due to the purchase,  in April
1997, of $32.0 million of outstanding  debt and the purchase,  in 1996, of $83.1
million  of  outstanding  debt  combined  with  $18.4  million  in debt  service
payments.  The 1997 and 1996 debt purchases  resulted in net interest savings of
$42.7 million and $138.2 million, respectively, over the life of the debt.

     Allowance  for  borrowed  funds used during  construction  decreased in the
third quarter and first nine months of 1997 as compared to 1996 because interest
capitalization  on the Clover  construction  project  ceased as the units  began
commercial operation.


                                       11

<PAGE>


Liquidity and Capital Resources


     Operating  Activities.  Net cash provided by operating activities increased
for the nine month period  ended  September  30,  1997,  as compared to the same
period in 1996,  primarily  due to  increased  depreciation  resulting  from the
commercialization  of Clover and changes  between  periods in  non-cash  working
capital  accounts,  mainly  accounts  payable and accrued  interest on long-term
debt.

     Financing  Activities.  In April 1997,  Old  Dominion  purchased a total of
$32.0 million of its 8.76% First Mortgage Bonds,  Series 1992 A. The transaction
resulted in a net loss of approximately $2.0 million, including the write-off of
original  issuance costs.  The losses have been deferred and are being amortized
over the life of the remaining bonds.

     Investing  Activities.  Net cash provided by investing activities increased
primarily  as a result of  liquidating  investments  for the  purchase  of $32.0
million of  outstanding  debt.  The  increase  was  off-set by $21.5  million of
electric plant additions.


Competition

     Pursuant to statutes in Virginia and Delaware and an order of the public
service commission in Maryland, each of the Members operating in those states
has been granted an exclusive service territory. See "THE MEMBERS--Territorial
Integrity" in Old Dominion's Annual Report on Form 10-K for the year ended
December 31, 1996. As discussed in the 1996 Form 10-K, the electric utility
industry is becoming increasingly competitive. In fact, the electric industry is
undergoing fundamental changes as it moves toward deregulation. Individual
states currently have the authority to determine whether to implement retail
competition, in the form of retail wheeling or otherwise, within their state.
Several states are in the process of considering retail competition. Congress is
currently evaluating proposed federal legislation that will mandate retail
wheeling in every state. Respective state legislatures and commissions in the
three state member territory are currently evaluating electric utility
restructuring, which could result in legislative action in the three states in
1998.

     One foreseeable result of the trend toward deregulation and retail
competition, is that the market price for electricity will drop. A lower price
for electricity will cause many utilities with fixed investments to face a
situation where the utility may not be able to charge rates sufficient to
recover all of its costs. This situation is what is referred to in the utility
industry as "stranded costs." In anticipation of deregulation and retail
competition, Old Dominion's management is currently determining the range of
stranded costs based on a variety of strategies aimed at addressing competition.

     Old Dominion, like all rate regulated utilities, is required to account for
its activities pursuant to Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation" ("SFAS 71"). To
reduce the rate impact on customers of certain activities, most utilities, under
SFAS 71, have capitalized certain costs, and amortized such costs, to rates over
a set period of time. Stranded costs are an example of such capitalized costs.

     The respective state legislatures, and perhaps federal legislation, will
determine whether, and to what extent, stranded costs can be recovered through
retail rates. Although neither Virginia, Maryland nor Delaware has passed
legislation specifically addressing stranded costs, Old Dominion has no reason
to believe that it will not be able to recover those costs.

     On October 14, 1997, Old Dominion's Board of Directors approved a
resolution to adopt a strategic plan to mitigate the effects of the transition
to a competitive electric market. Management is currently evaluating various
alternatives as Old Dominion begins the transition to competition. The
resolution calls for rates to remain

                                       12

<PAGE>


at levels above cost, through the year 2002, with all revenues in excess of cost
utilized to mitigate stranded costs. The resolution does not anticipate a rate
increase. The Board stated that they will review and may change the target and
timing for collection of stranded costs depending on the legislative outlook,
regulatory environment and the then current expectation for market prices.

     Old Dominion and its Members believe that the changes in the industry,
along with the growing diversity of needs of the Members, make it beneficial to
study the feasibility of altering certain aspects of the relationship between
Old Dominion and its Members, so as to allow for the possibility that the
Members could satisfy some or all of their additional future electric power
needs from sources other than Old Dominion. The Members are currently discussing
these matters with Old Dominion and have stated their commitment to Old Dominion
to work together to address these issues.

    On October 16, 1997, the Board of Directors of Southside Electric
Cooperative ("Southside") passed a resolution outlining various issues of
concern with Old Dominion. Management believes these issues will be resolved
over time as part of the overall changes referred to in the immediately
preceding paragraph and without a material impact on Old Dominion's financial
position.


Other Matters

     On July 29, 1997,  Old  Dominion  and Virginia  Power signed an Amended and
Restated  Interconnection  &  Operating  Agreement  ("I&O  Agreement").  The I&O
Agreement will become  effective on the later of January 1, 1998, or the date on
which the Federal Energy Regulatory  Commission accepts the agreement for filing
and permits the agreement to become effective, and extends through 2005. The I&O
Agreement  covers the supply of  supplemental,  peaking and reserve power plus a
new power transmission relationship that takes into account a national policy of
opening power lines to competing  wholesale power suppliers.  It also allows the
two companies to make the transition to a competitive electric power market over
a  five-year  period.  Old  Dominion  estimates  that this new  wholesale  power
contract with Virginia Power could generate  significant savings for its Members
over current rates.

    On April 17, 1997,  the turbine  generator unit on Clover Unit 2 was damaged
when  necessary  auxiliary  power  was not  available  after  the  unit  tripped
off-line.  The damage,  repairs for which were  approximately  $5.8 million (Old
Dominion's share being $2.9 million),  was covered by insurance.  Old Dominion's
share of the insurance  deductible  was $250,000.  Repairs to the unit have been
completed and the unit was back in operation on July 2, 1997. During the outage,
replacement power was purchased from Virginia Power at supplemental rates.

     In 1996,  Old  Dominion  entered  into two  long-term  lease and  leaseback
transactions.  The  net  benefit  to Old  Dominion  of  these  transactions  was
approximately  $63.0 million.  After the transactions  closed,  the staff of the
Virginia State Corporation Commission ("SCC") assessed a 2.1% gross receipts tax
on the  approximately  $635.0 million base value of the leaseback  transactions.
Old Dominion paid the $13.3 million gross receipts tax assessment  under protest
on June 1, 1997. A hearing with the SCC was held on September 9, 1997, to review
the  assessment of gross  receipts taxes and a judgment was rendered in favor of
Old  Dominion.  The $13.3  million was returned to Old Dominion on September 30,
1997.

                                        13

<PAGE>


    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.  CSC and the
other participants in Seacoast Power LLC also formed Power Ventures LLC. Through
loans of  approximately  $17.5 million to Seacoast,  Old Dominion and CSC funded
approximately  one-half the cost to construct and operate the generating  assets
necessary to fulfill the power sales contract with INECEL.


    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.  Management of Seacoast
plans to pursue this matter; however, a trial date has not been set.

    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.  Seacoast's registered agent in Texas
failed to notify the current owners of Seacoast of the claim in a timely manner.
On appeal,  the  judgment was  remanded  back to the District  Court in December
1996;  however,  in January 1997, the appellate  court reversed its decision and
agreed to hear the appeal.  No rehearing date has been scheduled.  Management of
Seacoast expects to prevail in having the judgment overturned.

    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  prorata  share of Old  Dominion's  30%  common  equity
participation in CSC, which may be less than their proportionate share as an Old
Dominion member.



                                       14
<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.


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

     (a)   Exhibits.

           27. Financial Data Schedule

     (b)   Reports on Form 8-K.

           No  reports  on Form 8-K  were  filed by the  Registrant  during  the
           quarter ended September 30, 1997.


<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:     November 14, 1997                     /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