<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------


                                    FORM 10-Q
(Mark One)

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

                  For the quarterly period ended March 31, 2002

                                       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.

                                       1

<PAGE>


                        OLD DOMINION ELECTRIC COOPERATIVE

                                      INDEX


<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                  Number
                                                                                                  ------
<S>  <C>
PART I.  Financial Information


Item 1.     Financial Statements

            Condensed Consolidated Balance Sheets - March 31, 2002 (Unaudited)
                 and December 31, 2001                                                                3

            Condensed Consolidated Statements of Revenues, Expenses and
                 Patronage Capital (Unaudited) - Three Months Ended
                 March 31, 2002 and 2001                                                              4

            Condensed Consolidated Statements of Comprehensive Income (Unaudited) -
                 Three Months Ended March 31, 2002 and 2001                                           4

            Condensed Consolidated Statements of Cash Flows (Unaudited) - Three
                 Months Ended March 31, 2002 and 2001                                                 5

            Notes to Condensed Consolidated Financial Statements                                      6

Item 2.     Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                                            7


PART II.  Other Information


Item 1.     Legal Proceedings                                                                        13

Item 6.     Exhibits and Reports on Form 8-K                                                         13

Signature                                                                                            14
</TABLE>

                                       2


<PAGE>

                       OLD DOMINION ELECTRIC COOPERATIVE
                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 March 31,            December 31,
                                                                                    2002                 2001*
                                                                              -----------------     -----------------
                                                                                          (in thousands)
ASSETS:                                                                         (unaudited)
-----------------------------------------------------------------------------
<S> <C>
Electric Plant:
   In service                                                                   $  902,533            $  899,691
   Less accumulated depreciation                                                  (346,796)             (340,440)
                                                                                -----------           -----------
                                                                                   555,737               559,251
   Nuclear fuel, at amortized cost                                                   6,959                 8,487
   Construction work in progress                                                   160,421               127,270
                                                                                ----------            ----------
     Net Electric Plant                                                            723,117               695,008
                                                                                ----------            ----------
Investments:
   Nuclear decommissioning trust                                                    60,893                59,700
   Lease deposits                                                                  136,399               137,265
   Other                                                                           185,579               159,083
                                                                                ----------            ----------
     Total Investments                                                             382,871               356,048
                                                                                ----------            ----------
Current Assets:
   Cash and cash equivalents                                                        51,362                77,981
   Receivables                                                                      69,229                61,097
   Fuel, materials and supplies, at average cost                                    16,625                13,936
   Prepayments                                                                       1,815                 1,783
   Deferred energy                                                                       -                18,244
                                                                                ----------            -----------
     Total Current Assets                                                          139,031               173,041
                                                                                ----------            ----------
Deferred Charges                                                                    29,940                32,053
                                                                                -----------           -----------
     Total Assets                                                               $1,274,959            $1,256,150
                                                                                ==========            ==========

CAPITALIZATION AND LIABILITIES:
-----------------------------------------------------------------------------
Capitalization:
   Patronage capital                                                            $  228,053            $  225,538
   Accumulated other comprehensive income                                             (128)                  398
   Long-term debt                                                                  625,914               625,232
                                                                                ----------            ----------
     Total Capitalization                                                          853,839               851,168
                                                                                ----------            ----------
Current Liabilities:
   Long-term debt due within one year                                               39,927                39,927
   Accounts payable                                                                 60,206                59,525
   Accounts payable - members                                                       36,685                38,223
   Accrued expenses                                                                 33,914                16,415
                                                                                -----------           -----------
     Total Current Liabilities                                                     170,732               154,090
                                                                                ----------            ----------
Deferred Credits and Other Liabilities
   Decommissioning reserve                                                          60,893                59,700
   Obligations under long-term leases                                              139,291               140,291
   Other                                                                            50,204                50,901
                                                                                ----------            -----------
     Total Deferred Credits and Other Liabilities                                  250,388               250,892
                                                                                ----------            ----------
Commitments and Contingencies                                                           -                      -
                                                                                ----------            ----------
     Total Capitalization and Liabilities                                       $1,274,959            $1,256,150
                                                                                ==========            ==========

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

</TABLE>

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

*   The  Condensed  Consolidated  Balance  Sheet at December 31, 2001,  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)

                                                     Three Months Ended
                                                         March 31,
                                               -------------------------------
                                                  2002               2001
                                               ------------      -------------
                                                       (in thousands)

Operating Revenues                               $132,247          $122,288
                                                 --------          --------

Operating Expenses:
   Fuel                                            13,596            13,707
   Purchased power                                 87,902            62,024
   Operations and maintenance                       8,697             8,537
   Administrative and general                       4,667             6,567
   Depreciation, amortization and
        decommissioning                             5,841            20,229
   Taxes other than income taxes                      865               804
                                                 --------         --------
     Total Operating Expenses                     121,568           111,868
                                                 --------          --------
          Operating Margin                         10,679            10,420
Other Income/(Expense), net                           805               490
Investment Income                                   1,454               767
Interest Charges, net                             (10,422)           (9,721)
                                                 --------          --------
     Net Margin                                     2,516             1,956
Patronage Capital - Beginning of Period           225,537           224,598
                                                 --------          --------
Patronage Capital - End of Period                $228,053          $226,554
                                                 ========          ========


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



                        OLD DOMINION ELECTRIC COOPERATIVE

      CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

                                                      Three Months Ended
                                                          March 31,
                                                -------------------------------
                                                   2002               2001
                                                ------------      -------------
                                                        (in thousands)

Net Margin                                          $2,516            $1,956
Other Comprehensive Income:
   Unrealized (loss)/gain on investments              (526)              913
                                                    ------            ------
Comprehensive Income                                $1,990            $2,869
                                                    ======            ======

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

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


                                       4

<PAGE>

                        OLD DOMINION ELECTRIC COOPERATIVE

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                March 31,
                                                                       ------------------------------
                                                                         2002               2001
                                                                       -----------      -------------
                                                                              (in thousands)
<S>  <C>
Operating Activities:
   Net Margin                                                          $   2,516         $   1,956
   Adjustments to reconcile net margins to net cash provided by
   operating activities:
     Depreciation, amortization and decommissioning                        5,841            20,229
     Other non-cash charges                                                2,463             1,976
     Amortization of lease obligations                                     2,467             2,362
     Interest on lease deposits                                           (2,419)           (2,313)
     Change in current assets                                                754           (12,638)
     Change in current liabilities                                        23,279            24,661
     Deferred charges and credits                                          1,851                10
                                                                       ---------         ---------
        Net Cash Provided by Operating Activities                         36,752            36,243
                                                                       ---------         ---------

Financing Activities:
   Principal payments and purchases of long-term debt                          -            (1,587)
   Obligations under long-term leases                                       (181)             (179)
                                                                       ---------         ---------
        Net Cash Used for Financing Activities                              (181)           (1,766)
                                                                       ---------         ---------

Investing Activities:
   Lease deposits and other investments                                  (27,023)           (1,079)
   Electric plant additions                                              (35,997)          (16,173)
   Decommissioning fund deposits                                            (170)             (170)
                                                                       ---------         ---------
        Net Cash Used for Investing Activities                           (63,190)          (17,422)
                                                                       ---------         ---------
        Net Change in Cash and Cash Equivalents                          (26,619)           17,055
Cash and Cash Equivalents - Beginning of Period                           77,981            20,259
                                                                       ---------         ---------
Cash and Cash Equivalents - End of Period                              $  51,362         $  37,314
                                                                       =========         =========
</TABLE>

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

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


                                       5

<PAGE>



                        OLD DOMINION ELECTRIC COOPERATIVE

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   In the opinion of our  management,  the  accompanying  unaudited  condensed
     consolidated  financial  statements contain all adjustments,  which include
     only normal  recurring  adjustments,  necessary for a fair statement of our
     consolidated  financial position as of March 31, 2002, and our consolidated
     results of operations,  comprehensive  income, and cash flows for the three
     months  ended  March  31,  2002  and  2001.  The  consolidated  results  of
     operations for the three months ended March 31, 2002,  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 our 2001 Annual  Report on Form
     10-K filed with the Securities and Exchange Commission.

2.   We ceased recording accelerated depreciation on our generation assets under
     our Strategic  Plan  Initiative  effective June 1, 2001. At March 31, 2001,
     depreciation,  amortization and  decommissioning  included $14.3 million of
     accelerated  depreciation.  Also  effective  June 1,  2001,  our  board  of
     directors  authorized a revenue  deferral  plan for the period June 1, 2001
     through  December 31, 2002.  Under this plan,  we collected  $11.4  million
     through the demand  component of our formulary  rate we charged our members
     in 2001,  which we will use to partially offset the increases in the demand
     component of the formulary rate beginning April 1, 2002.

3.   In June 2001, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards  ("SFAS")  No. 143  "Accounting  for Asset
     Retirement  Obligations"  which  will  be  effective  with  respect  to  us
     beginning 2003. The standard  requires  entities to record at fair value an
     asset retirement obligation in the period in which it is incurred. When the
     liability  is  initially  recorded,  the  entity  capitalizes  the costs by
     increasing the carrying amount of the related  long-lived asset. Over time,
     the  liability  is  accreted  to its  present  value each  period,  and the
     capitalized  asset is  depreciated  over the useful life of the  long-lived
     asset.  We do not believe that this statement will have a material  adverse
     effect on results of our  operations  due to our current and future ability
     to recover decommissioning costs through rate adjustments.

4.   In December 2001, certain interpretative  guidance related to SFAS No. 133,
     "Accounting for Derivative Instruments and Hedging Activities," was revised
     and will be  effective  for us in the second  quarter of 2002.  The revised
     guidance  is not  expected  to  have a  material  effect  on our  financial
     statements.

5.   On May 9, 2001, we entered into a Master Power Purchase and Sales Agreement
     with Enron Power Marketing, Inc. ("EPMI"). Pursuant to transactions entered
     into under  this  agreement,  EPMI was  obligated  to  deliver  power to us
     through December 31, 2003.  Following its filing for bankruptcy  protection
     on December 2, 2001, EPMI ceased  scheduling  deliveries of power under the
     agreement  beginning  December 15, 2001. We then  terminated the agreement.
     While the terms of the agreement call for us to make a termination  payment
     to EPMI,  we believe that,  due to  fraudulent  behavior on EPMI's part, no
     such payment is due. If it is ultimately determined that we owe any amounts
     to EPMI,  such  amounts are not  expected to have a material  impact on our
     financial position,  results of operations, or cash flow due to our ability
     to collect such amounts through rates.

6.   TEC  Trading,   Inc.  ("TEC  Trading"),   which  is  owned  by  our  member
     distribution cooperatives, was formed for the primary purpose of purchasing
     power from us to sell in the  market,  acquiring  natural gas to supply our
     three  combustion  turbine  facilities,   and  taking  advantage  of  other
     power-related  trading  opportunities in the market,  which will help lower
     our  member  distribution  cooperatives'  costs.  To fully  participate  in
     power-related  markets,  TEC Trading  will be  required to maintain  credit
     support sufficient to meet delivery and payment obligations associated with
     power trades.  To assist TEC Trading in providing this credit  support,  we
     have agreed to guarantee up to $42.5 million of TEC Trading's  delivery and
     payment  obligations  associated with its power trades.  At March 31, 2002,
     there were no amounts outstanding under the guarantee.


                                       6

<PAGE>


                        OLD DOMINION ELECTRIC COOPERATIVE

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


     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.

Critical Accounting Policies

     The  preparation of our financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the  amounts  reported  therein.  These  estimates  and
assumptions  are based on information  available as of the date of the financial
statements and are not necessarily  indicative of the results to be expected for
the  year.  We  consider  the  following  accounting  policies  to  be  critical
accounting policies due to the estimation involved in each.

     Accounting for Rate Regulation.  We are a rate regulated entity and as such
are  subject to the  accounting  requirements  of SFAS No. 71,  "Accounting  for
Certain Types of Regulation."  In accordance with SFAS No. 71, certain  expenses
and revenues normally  reflected in income are deferred on the balance sheet and
are  recognized  in income  consistent  with their  recovery  in rates.  We have
deferred certain expenses and revenues on our balance sheet based on rate action
by our  board  of  directors  and  approval  by the  Federal  Energy  Regulatory
Commission  ("FERC"),  which we are recognizing in income  concurrent with their
recovery in rates.

     Margin  Stabilization  Plan.  Our board of directors  established  a Margin
Stabilization  Plan in 1984.  This plan  allows us to review our actual  cost of
service  and power  sales as of year end and  adjust  revenues  from our  member
distribution  cooperatives  to meet our  financial  coverage  requirements.  Our
formulary  rate  allows us to  recover  and  refund  amounts  under  the  Margin
Stabilization  Plan. We record all adjustments,  whether increases or decreases,
in the year  affected and allocate any  adjustments  to our member  distribution
cooperatives based on power sales during that year.

     Accounting for Decommissioning  Costs. We accrue decommissioning costs over
the expected  service life of North Anna and make  periodic  deposits in a trust
fund, such that the fund balance will equal our estimated  decommissioning  cost
at the time of decommissioning.  The present value of our future decommissioning
cost is credited to the  decommissioning  reserve;  increases are charged to our
members through their rates.  Our estimated cost to  decommission  North Anna is
expected  to be $91.3  million,  based on a  site-specific  study  performed  by
Virginia  Electric  and Power  Company  ("Virginia  Power") in 1998.  A new cost
estimate will be completed in 2002.

                                       7


<PAGE>


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'  consumers' requirement for power and our
formulary rate for sales of power to our member distribution  cooperatives.  The
formulary  rate has three  components:  a demand rate, a base energy rate, and a
fuel  factor  adjustment.  The demand  rate is  designed  to recover  all of our
capacity-related  costs,  which are primarily fixed costs,  such as depreciation
expense, interest expense,  administrative and general expenses,  capacity costs
under power purchase contracts with third parties, capacity-related transmission
costs, and our margin  requirement.  The base energy rate recovers energy costs,
which are  primarily variable costs, such as nuclear and coal fuel costs and the
energy  costs under our power  purchase  contracts  with third  parties.  To the
extent the base energy rate over or under  collects all of our energy costs,  we
refund or collect  the  difference  through a fuel factor  adjustment.  Of these
components,  only  the base  energy  rate is a fixed  rate  that  requires  FERC
approval prior to adjustment.

     The formulary  rate  identifies  the costs that we can collect  through the
demand rate and the fuel  factor  adjustment,  but not the actual  amounts to be
collected.  Our costs to be collected under the components of the formulary rate
typically   change  each  year.   Specifically,   the  demand  rate  is  revised
automatically  to  recover  the costs  contained  in our  annual  budget and any
revision made by the board of directors to our annual  budget.  In addition,  we
review our energy costs at least every six months to determine  whether the base
energy rate and the fuel factor adjustment  adequately recover our energy costs.
We revise the fuel factor adjustment accordingly.

     Our member  revenues  by  formulary  rate  component,  energy  sales to our
members, and average member cost per megawatt-hour  ("MWh") for the three months
ended March 31, 2002 and 2001, were as follows:

                                                        Three Months Ended
                                                             March 31,
                                                   ----------------------------
                                                         2002             2001
                                                   -----------       ----------
     Member revenues (in thousands)
        Demand.................................    $   54,734        $   60,599
        Base energy rate.......................        43,326            44,106
        Fuel factor adjustment.................        33,781            14,535
                                                   ----------        ----------
           Total member revenues...............    $  131,841        $  119,240
                                                   ==========        ==========

     Sales (in MWh)............................     2,398,999         2,460,548
     Average member cost (in MWh)(1)...........    $    54.96        $    48.46


     ------------------------
     (1) Our average  member cost is based on the blended cost of power from all
of our sources.

                                       8

<PAGE>


Changes in our member revenues  attributed to growth in sales volume and changes
in our average rates for demand and energy  (including  our base energy rate and
fuel factor adjustment) for the three months ended March 31, 2002 as compared to
2001 were as follows:
                                                               Three Months
                                                              Ended March 31,
                                                          2002 compared to 2001
                                                          ---------------------
                                                               (in thousands)
     Change in member revenues due to change in:
     Sales:
        Demand sales volume.............................           $   872
        Energy sales volume.............................            (1,040)
                                                                   -------
           Total change in sales volume.................              (168)
                                                                   -------
     Rates:
        Demand rate.....................................            (6,737)
        Energy rate.....................................            19,506
                                                                   -------
           Total change in rate.........................            12,769
                                                                   -------

           Total change in member revenues..............           $12,601
                                                                   =======

     Total  member  revenues  for the  first  quarter  of 2002  increased  $12.6
million,  or 10.6%,  over the same  period in 2001  primarily  as a result of an
increase  in our average  energy  rate offset by a decrease in our demand  rate,
both of which became effective April 1, 2001. Our average energy rate (including
our base energy rate and our fuel factor  adjustment) for the three months ended
March 31,  2002,  increased  33.9%  over the same  period in 2001 as a result of
changes in our fuel factor  adjustment.  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.  These
higher energy costs relate to, among other items, short-term power purchases and
coal purchases. 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.

     On April 9, 2002, our board of directors approved an increase in our demand
rate of approximately  6.0% effective April 1, 2002 to recover  increases in our
demand related costs. Concurrent with the increase in our demand rate we reduced
our fuel factor adjustment rate approximately  31.5% effective April 1, 2002. We
reduced our fuel factor  adjustment  rate  because we have fully  collected  the
$18.2 million deferred energy balance that we had at December 31, 2001.

     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  Pennsylvania-New
Jersey-Maryland  Interconnection,  LLC  ("PJM")  under its  rates for  providing
energy imbalance service. Excess 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 first quarter of 2002 decreased
$2.6  million as compared to the same  period in 2001  primarily  as a result of
lower sales of energy to PJM.

Operating Expenses

     We  supply  our  member  distribution   cooperatives'  power  requirements,
consisting of capacity  requirements  and energy  requirements,  through (1) our
owned or leased interests in electric generating  facilities,  a 50% interest in
Clover and an 11.6% interest in North Anna,  and (2) power  purchases from third
parties through power purchase contracts and forward, short-term and spot market
energy  purchases.  Our energy  supply for the three months ended March 31, 2002
and 2001, was as follows:


                                       9

<PAGE>


<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                                  March 31,
                                                             --------------------------------------
                                                                     2002                  2001
                                                             ----------------     -----------------
                                                                            (in MWh)
<S>  <C>
     Generated:
        Clover.........................................       695,132    27.9%       813,540   31.7%
        North Anna.....................................       465,997    18.7        386,134   15.0
                                                            ---------   -----      ---------  -----
           Total generated.............................     1,161,129    46.6      1,199,674   46.7
                                                            ---------   -----      ---------  -----
     Purchased:
        Virginia area..................................       737,433    29.6        727,747   28.3
        Delmarva area..................................       554,416    22.3        576,769   22.5
        Other..........................................        37,842     1.5         63,499    2.5
                                                            ---------   -----      ---------  -----
           Total purchased.............................     1,329,691    53.4      1,368,015   53.3
                                                            ---------   -----      ---------  -----
               Total available energy..................     2,490,820   100.0%     2,567,689  100.0%
                                                            =========   =====      =========  =====
</TABLE>

     Generated. Generating facilities, particularly nuclear power plants 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 power plants 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 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
first  quarter  of 2002  and  2001 as a  percentage  of the  maximum  dependable
capacity rating of the facilities was as follows:

<TABLE>
<CAPTION>
                                                North Anna                        Clover
                                        -----------------------           -----------------------
                                           Three Months Ended                Three Months Ended
                                                 March 31,                        March 31,
                                        -----------------------           -----------------------
                                           2002          2001                2002          2001
                                        ---------     ---------           ---------     ---------
<S>  <C>
     Unit 1.........................     101.3%          100.9%             59.9%           77.4%
     Unit 2.........................     100.7            66.3              87.5            95.3
     Combined.......................     101.0            83.6              73.7            86.4
</TABLE>

     North  Anna.  There were no  maintenance  outages at North Anna  during the
first three months of 2002. During the first three months of 2001, there were no
maintenance  outages on North  Anna Unit 1. North Anna Unit 2 began a  scheduled
refueling  outage on March 11,  2001,  and was  returned to service on April 10,
2001, four days ahead of schedule.

     Clover.  Clover Unit 1 was  removed  from  service on March 1, 2002,  for a
scheduled  54-day  maintenance  outage.  The unit  also  experienced  two  minor
unscheduled  outages during the first quarter of 2002. Clover Unit 2 experienced
only minor  unscheduled  outages during the first quarter of 2002.  However,  on
February 16, 2002, the unit load was reduced to 125 MW due to a forced draft fan
motor failure.  The unit was returned to full load  operations on March 2, 2002.
During  the first  quarter of 2001,  Clover  Unit 1 was  off-line  13 days for a
scheduled  maintenance  outage.  Clover Unit 2 was not off-line during the first
quarter of 2001.

     Purchased.  Market  forces  influence  the  structure  of new power  supply
contracts that we enter into. Within PJM, our contracts reflect the need to have
capacity  (either  owned  generation  facilities  or rights to the capacity of a
generating  facility  under  power  contracts)  to meet our member  distribution
cooperatives'   capacity   requirements.   To  meet  our   member   distribution
cooperatives' energy requirements on the Delmarva Peninsula,  we purchase energy
from the market or  utilize  the PJM power pool when  economical.  In  Virginia,
capacity and energy  requirements  are provided  principally by Virginia  Power,
American Electric Power - Virginia, and Allegheny Power Resources.

     The major  components of our operating  expenses for the three months ended
March 31, 2002 and 2001, were as follows:

                                       10

<PAGE>


<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                         March 31,
                                                               ------------------------------
                                                                    2002              2001
                                                               ------------       -----------
                                                                        (in thousands)
<S>  <C>
     Fuel.................................................        $ 13,596          $ 13,707
     Purchased power......................................          87,902            62,024
     Operations and maintenance...........................           8,697             8,537
     Administrative and general...........................           4,667             6,567
     Depreciation, amortization and decommissioning.......           5,841            20,229
     Taxes, other than income taxes.......................             865               804
                                                                  --------          --------
        Total operating expenses..........................        $121,568          $111,868
                                                                  ========          ========
</TABLE>

     Aggregate  operating  expenses for the first quarter of 2002 increased $9.7
million,  or 8.7%,  over the same  period  in 2001  because  of an  increase  in
purchased power  expenses.  The cost of demand and energy  purchased  during the
first quarter of 2002 decreased $15.3 million, or 21.1%, over the same period in
2001 because of a decrease in the average  cost of demand and energy  purchased.
However,  as a result of increasing our fuel factor  adjustment  rate to recover
the $18.2 million  deferred  energy at December 31, 2001,  our  purchased  power
expenses  rose 41.7% in the first quarter of 2002 as compared to the same period
in  2001.  The  increase  in  purchased  power  was  offset  by  a  decrease  in
depreciation,   amortization  and  decommissioning  expense  because  we  ceased
recording accelerated depreciation effective June 1, 2001.

Other Items

     Investment Income.  Investment income increased $0.6 million,  or 89.6%, in
the first  quarter of 2002 as compared to the same period in 2001  because of an
increase in invested cash and cash equivalents  resulting from the proceeds from
the issuance of debt in the third quarter of 2001.

     Interest Charges,  net. Interest  charges,  net increased $0.7 million,  or
7.2%,  in the first  quarter of 2002 as  compared  to the first  quarter of 2001
because of interest on the $215.0  million of  indebtedness  issued in September
2001.

     Net Margin.  Our net margin,  which is a function of our interest  charges,
increased  $0.6 million,  or 28.6%,  in the first quarter of 2002 as compared to
the same  period in 2001,  because  our  interest  expense was higher due to our
issuance of indebtedness in 2001.

Financial Condition

     The principal changes in our financial  condition from December 31, 2001 to
March 31,  2002,  were caused by  increases  in  construction  work in progress,
investments, and accrued expenses. The increase in construction work in progress
of $33.2 million,  or 26.0%,  is due to payments for  construction  of our three
combustion  turbine  facilities.  The  increase  in other  investments  of $26.5
million,  or 16.7%, is due to investing our excess cash. The increase in accrued
expenses  of  $17.5  million,  or  106.6%,  is due to  accrued  interest  on our
outstanding  indebtedness  and a change in our deferred  energy  balance from an
$18.2 million asset  (under-collection of costs) at December 31, 2001, to a $4.1
million  liability  (over-collection  of costs) at March 31,  2002.  This change
resulted from increasing our fuel factor adjustment to collect energy costs that
had not been recovered  previously  through our base energy rate and fuel factor
adjustment.

  Liquidity and Capital Resources

     Operations.  Historically, our operating cash flows have been sufficient to
meet our short- and  long-term  capital  expenditures  related to North Anna and
Clover, our debt service requirements, and our ordinary business operations. Our
operating  activities  provided cash flows of $36.8 million and $36.2 million at
March 31, 2002 and 2001,  respectively.  Operating activities in the first three
months of 2002 were affected  primarily by changes  between  periods in non-cash
working capital accounts.

                                       11

<PAGE>

     Financing  Activities.   At March 31, 2002 and 2001, we had no  outstanding
letters of credit.

     Investing  Activities.  Investing  activities in  the first quarter of 2002
consisted  primarily of expenditures for our three combustion turbine facilities
and additions to investments.

Other Matters

     On May 9, 2001, we entered into a Master Power Purchase and Sales Agreement
with Enron Power Marketing, Inc. ("EPMI"). Pursuant to transactions entered into
under this agreement, EPMI was obligated to deliver power to us through December
31, 2003.  Following its filing for  bankruptcy  protection on December 2, 2001,
EPMI  ceased  scheduling  deliveries  of power  under  the  agreement  beginning
December 15, 2001.  We then  terminated  the  agreement.  While the terms of the
agreement  call for us to make a  termination  payment to EPMI, we believe that,
due to  fraudulent  behavior on EPMI's  part,  no such  payment is due. If it is
ultimately  determined  that we owe any  amounts to EPMI,  such  amounts are not
expected  to have a  material  impact  on our  financial  position,  results  of
operations,  or cash flow due to our  ability to collect  such  amounts  through
rates.

     During an  inspection at North Anna,  Virginia  Power  determined  that the
reactor  heads on North Anna Units 1 and 2 might need to be  replaced.  At March
31, 2002, Virginia Power was still evaluating the need to replace the heads.

                                       12

<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.


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 March 31, 2002.


                                       13

<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:     May 13, 2002                          /s/Daniel M. Walker
                                         ----------------------------------
                                                   Daniel M. Walker
                                Senior Vice President of Accounting and Finance
                                              (Chief Financial Officer)



                                       14

<PAGE>

                                  EXHIBIT INDEX


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









                                       15