<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 June 30, 2000

                                       or

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

                  For the transition period from  _______ to _______

                         Commission file number 33-46795

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


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

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

                                   ----------

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

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

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

                        OLD DOMINION ELECTRIC COOPERATIVE

                                      INDEX

<TABLE>
<CAPTION>

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


Item 1.     Financial Statements

               Consolidated Balance Sheets - June 30, 2000 (Unaudited)
                 and December 31, 1999                                                                3

               Consolidated Statements of Revenues, Expenses and
                 Patronage Capital (Unaudited) - Three and Six Months
                 Ended June 30, 2000 and 1999                                                         4

               Consolidated Statements of Comprehensive Income (Unaudited) -
                 Three and Six Months Ended June 30, 2000 and 1999                                    4

               Consolidated Statements of Cash Flows (Unaudited) - Six
                 Months Ended June 30, 2000 and 1999                                                  5

               Notes to 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                                                                        14

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

Signature                                                                                            15


Exhibit Index                                                                                        16


</TABLE>
<PAGE>

       OLD DOMINION ELECTRIC COOPERATIVE
         PART I. FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS
          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                   June 30,           December 31,
                                                                     2000                 1999
                                                               -----------------    ------------------
                                                                             (in thousands)
<S> <C>
ASSETS:                                                              (unaudited)                   (*)
-------
Electric Plant:
       In service                                                     $ 899,829             $ 889,392
       Less accumulated depreciation                                   (251,725)             (209,865)
                                                               -----------------    ------------------
                                                                        648,104               679,527
       Nuclear fuel, at amortized cost                                    4,245                 6,981
       Construction work in progress                                      9,070                13,023
                                                               -----------------    ------------------
              Net Electric Plant                                        661,419               699,531
                                                               -----------------    ------------------
Investments:
       Nuclear decommissioning trust fund                                58,925                54,159
       Lease deposits                                                   127,054               125,845
       Other                                                             81,793                82,020
                                                               -----------------    ------------------
              Total Investments                                         267,772               262,024
                                                               -----------------    ------------------
Current Assets:
       Cash and cash equivalents                                         30,856                25,088
       Receivables                                                       38,405                34,044
       Fuel, materials and supplies, at average cost                     10,922                 9,312
       Prepayments                                                        2,398                 2,244
       Deferred energy                                                    1,712                     -
                                                               -----------------    ------------------
              Total Current Assets                                       84,293                70,688
                                                               -----------------    ------------------
Deferred Charges:                                                        21,121                18,269
                                                               -----------------    ------------------
                     Total Assets                                   $ 1,034,605           $ 1,050,512
                                                               =================    ==================

CAPITALIZATION AND LIABILITIES:
-------------------------------
Capitalization:
       Patronage capital                                              $ 220,623             $ 216,369
       Accumulated other comprehensive income                            (2,151)               (2,316)
       Long-term debt                                                   477,869               509,606
                                                               -----------------    ------------------
              Total Capitalization                                      696,341               723,659
                                                               -----------------    ------------------
Current Liabilities:
       Long-term debt due within one year                                29,700                29,700
       Accounts payable                                                  19,778                15,022
       Accounts payable  - Members                                       35,967                32,616
       Deferred energy                                                        -                 3,263
       Accrued expenses                                                   7,913                 6,770
                                                               -----------------    ------------------
              Total Current Liabilities                                  93,358                87,371
                                                               -----------------    ------------------
Deferred Credits and Other Liabilities:
       Decommissioning reserve                                           58,925                54,159
       Obligations under long-term leases                               130,142               129,010
       Other                                                             55,839                56,313
                                                               -----------------    ------------------
              Total Deferred Credits and Other Liabilities              244,906               239,482
                                                               -----------------    ------------------
Commitments and Contingencies                                                 -                     -
                                                               -----------------    ------------------
                     Total Capitalization and Liabilities           $ 1,034,605           $ 1,050,512
                                                               =================    ==================
</TABLE>

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

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

   (*)     The  Consolidated  Balance Sheet at December 31, 1999, 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 STATEMENTS OF REVENUES,
                   EXPENSES AND PATRONAGE CAPITAL (UNAUDITED)
<TABLE>
<CAPTION>

                                                        Three Months Ended                           Six Months Ended
                                                             June 30,                                     June 30,
                                             ----------------------------------------     ---------------------------------------
                                                   2000                   1999                  2000                 1999
                                             ------------------     -----------------     -----------------    ------------------
                                                                                 (in thousands)
<S> <C>

Operating Revenues                                    $ 95,349              $ 85,501             $ 200,234             $ 191,819
                                             ------------------     -----------------     -----------------    ------------------

Operating Expenses:
       Fuel                                             11,558                11,993                23,317                22,946
       Purchased power                                  39,972                31,469                80,976                76,583
       Operations and maintenance                        9,068                 8,150                17,594                16,656
       Administrative and general                        5,278                 4,848                 9,394                 8,809
       Depreciation, amortization, and
             decommissioning                            15,653                13,941                40,826                34,386
       Taxes other than income taxes                     2,536                 1,999                 4,496                 3,880
                                             ------------------     -----------------     -----------------    ------------------
              Total Operating Expenses                  84,065                72,400               176,603               163,260
                                             ------------------     -----------------     -----------------    ------------------
                     Operating Margin                   11,284                13,101                23,631                28,559
Other (Expense)/Income, net                               (245)                  (30)                 (713)                   20
Investment Income                                        1,359                 1,811                 2,452                 3,089
Interest Charges, net                                  (10,318)              (12,394)              (21,116)              (26,370)
                                             ------------------     -----------------     -----------------    ------------------
          Net Margin                                     2,080                 2,488                 4,254                 5,298
Patronage Capital-Beginning of Period                  218,543               209,338               216,369               206,528
                                             ------------------     -----------------     -----------------    ------------------
Patronage Capital-End of Period                      $ 220,623             $ 211,826             $ 220,623             $ 211,826
                                             ==================     =================     =================    ==================
</TABLE>

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




                        OLD DOMINION ELECTRIC COOPERATIVE

           CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

<TABLE>
<CAPTION>

                                                 Three Months Ended                         Six Months Ended
                                                       June 30,                                     June 30,
                                       ----------------------------------------     ---------------------------------------
                                             2000                   1999                  2000                 1999
                                       ------------------     -----------------     -----------------    ------------------
                                                                           (in thousands)
<S> <C>
Net Margin                                       $ 2,080               $ 2,488               $ 4,254               $ 5,298
Other comprehensive income:
     Unrealized gain/(loss) on investments           132                (1,219)                  165                (1,760)
                                       ------------------     -----------------     -----------------    ------------------
Comprehensive income                             $ 2,212               $ 1,269               $ 4,419               $ 3,538
                                       ==================     =================     =================    ==================
</TABLE>

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

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

                                       4
<PAGE>

                        OLD DOMINION ELECTRIC COOPERATIVE

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                           Six Months Ended
                                                                                                June 30,
                                                                                 ---------------------------------------
                                                                                       2000                 1999
                                                                                 -----------------    ------------------
                                                                                            (in thousands)
<S> <C>
Operating Activities:
     Net margin                                                                           $ 4,254               $ 5,298
     Adjustments to reconcile net margin to net cash
              provided by operating activities:
          Depreciation, amortization, and decommissioning                                  40,826                34,386
          Other noncash charges                                                             4,081                 6,241
          Amortization of lease obligation                                                  4,535                 4,348
          Change in current assets                                                         (7,837)                 (864)
          Change in current liabilities                                                     5,987                 9,743
     Deferred charges and other                                                            (2,049)               (1,432)
                                                                                 -----------------    ------------------
                Net Cash Provided by Operating Activities                                  49,797                57,720
                                                                                 -----------------    ------------------

Financing Activities:
     Reductions of long-term debt                                                         (32,985)              (25,784)
     Obligations under long-term leases                                                      (177)                 (175)
                                                                                 -----------------    ------------------
                Net Cash Used in Financing Activities                                     (33,162)              (25,959)
                                                                                 -----------------    ------------------

Investing Activities:
     Lease desposits and other investments                                                 (4,039)              (52,322)
     Electric plant additions                                                              (6,488)               (1,095)
     Decommissioning fund deposits                                                           (340)                 (340)
                                                                                 -----------------    ------------------
                Net Cash Used in Investing Activities                                     (10,867)              (53,757)
                                                                                 -----------------    ------------------
                       Net Change in Cash and Cash Equivalents                              5,768               (21,996)
Cash and Cash Equivalents - Beginning of Period                                            25,088                82,382
                                                                                 -----------------    ------------------
Cash and Cash Equivalents - End of Period                                                $ 30,856              $ 60,386
                                                                                 =================    ==================
</TABLE>

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

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

                                       5
<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 June 30, 2000, and its consolidated results of operations
      and its comprehensive income for the three and six months ended June 30,
      2000 and 1999, and its consolidated cash flows for the six months ended
      June 30, 2000 and 1999. The consolidated results of operations for the six
      months ended June 30, 2000, 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 1999 Annual Report on Form 10-K filed with the
      Securities and Exchange Commission.

2.    On  October  14,  1997,  Old  Dominion's  Board of  Directors  approved a
      resolution adopting certain strategic objectives designed to mitigate the
      effects  of  the  transition  to  a  competitive   electric  market  (the
      "Strategic  Plan  Initiative"  or "SPI").  Subsequently,  an  independent
      assessment  of the impact on Old Dominion of  transition to a competitive
      market was performed and the  resulting  recommendations  to mitigate the
      transition  effects  were  approved by the Board of Directors on July 28,
      1998, and  incorporated  into the SPI. The SPI, as then approved,  called
      for the  accumulation  of  approximately  $330.0 million in cash and cash
      equivalents  from 1998 to 2003  with the  funds to be used to reduce  Old
      Dominion's  reliance on debt. A provision of the SPI requires  that it be
      updated  periodically  based on revised  projections,  projected targets,
      legislation,  and  the  status  of the  SPI in  terms  of  achieving  its
      objective.   The  Board  of  Directors  will  approve  all  revisions  or
      modifications.

      In  conjunction  with the SPI, on May 10, 1999,  Old  Dominion's  Board of
      Directors   unanimously   approved  a  resolution  to  record  accelerated
      depreciation  on  generation  assets  during the  period  January 1, 1999,
      through  December 31, 2003, and to recover the additional  expense through
      rates pursuant to the  comprehensive  rate formula filed with and accepted
      by FERC.

      A study was  undertaken  in late 1999 to assess  the status of the SPI and
      the  numerous  factors  that  impact its  results.  This study  considered
      changes in market rate  forecasts,  components of Old  Dominion's  cost of
      service,  and deregulation  timelines.  Additionally,  it incorporated the
      effects of recording accelerated depreciation.  As a result of this study,
      the  targeted  collection  amount of $330.0  million was reduced to $241.0
      million.  Old Dominion will continue to evaluate the various  factors that
      impact the results of the SPI,  monitor its  progress,  and, upon approval
      from its Board of  Directors,  adjust the SPI as  necessary to achieve its
      objective.

      Rates  approved by the Board of Directors for 2000 include the recovery of
      additional  depreciation of approximately $53.0 million.  During the first
      half of 2000,  Old  Dominion  recorded  additional  depreciation  of $26.2
      million as  compared to $22.4  million in the first half of 1999.  To date
      Old Dominion has collected a total of $103.0  million  ($26.2 in the first
      half of 2000, $45.4 million in 1999, and $31.4 million in 1998) toward the
      revised SPI target of $241.0 million.

      In conjunction  with the SPI, Old Dominion  purchased $33.3 million of its
      higher cost outstanding debt in the first half of 2000.

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


                                       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,  as  defined  by the  Private
Securities  Litigation  Act of 1995,  with respect to matters that could have an
impact  on  future  operations  of Old  Dominion.  These  statements,  based  on
expectations  and  estimates  of  management,   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,  competition,
federal  and state  regulations,  environmental  issues,  tax  status,  industry
restructuring,  and weather. These risks and uncertainties are further discussed
in Old  Dominion's  Annual  Report on Form 10-K  filed with the  Securities  and
Exchange   Commission  for  the  year  ended  December  31,  1999.  Given  these
uncertainties,  undue  reliance  should  not be placed  on such  forward-looking
statements.


Results of Operations

Operating Revenues.

     Old  Dominion's  operating  revenues  are  derived  from power sales to its
Members and to nonmembers.  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,  seasonal
weather fluctuations, and, in the future, retail competition.

     Sales to nonmembers represent sales of excess purchased energy and sales of
excess energy from the Clover Power Station ("Clover").  Excess purchased energy
is sold to the  Pennsylvania-New  Jersey-Maryland  Interconnection  LLC  ("PJM")
power pool.  Excess  energy from Clover is sold to Virginia  Electric  and Power
Company ("Virginia Power"), pursuant to the requirements of the Clover Operating
Agreement.  In light of deregulation  initiatives in Virginia,  Old Dominion and
Virginia Power have agreed that the Clover  Operating  Agreement will have to be
restructured prior to January 1, 2002, to permit Old Dominion to sell its excess
energy from Clover to others and to Virginia Power on changed terms.

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

                                                Three Months     Six Months
                                                    Ended           Ended
                                                   June 30,        June 30,
                                               2000 vs 1999     2000 vs 1999
                                              -------------    -------------
                                                        (in thousands)
Sales to Members:
   Power sales volume                              $10,222         $10,957
   Blended rates                                    (4,940)         (7,771)
   Fuel adjustment revenues                            786             723
   Margin stabilization plan adjustment             (1,769)         (1,222)
                                                  ---------       ---------
                                                     4,299           2,687
Sales to nonmembers                                  5,549           5,728
                                                  --------        --------
                                                   $ 9,848         $ 8,415
                                                   =======         =======
                                       7
<PAGE>

     Unusually hot weather in the second  quarter  resulted in increased  Member
revenues  for the second  quarter and first half of 2000 as compared to the same
periods in 1999 despite two 4% reductions in the demand rate effective August 1,
1999 and April 1, 2000.  Member  demand  and energy  sales for the three and six
month periods ended June 30, 2000 and 1999, were as follows:
<TABLE>
<CAPTION>

                                            Three Months Ended                  Six Months Ended
                                        --------------------------         --------------------------
                                                June 30,                             June 30,
                                        --------------------------         --------------------------
                                           2000           1999                 2000          1999
                                        ---------      ----------         ------------    -----------
<S> <C>
     Demand sales (MW)                       3,961          3,535               8,240         7,868
     Energy sales(MWh)                   2,026,301      1,835,460           4,314,945     4,034,041
</TABLE>

     The substantial  increase in nonmember revenues for the three and six month
periods  ended June 30, 2000,  as compared to the same periods in 1999  resulted
from sales of excess purchased energy to the PJM power pool.

     Weather  affects  customer  demand for  electricity.  Hot  summers and cold
winters increase demand while mild weather reduces demand.  The weather's effect
is  measured  using  degree  days.  A degree day is the  difference  between the
average daily  temperature  and a baseline  temperature  of 65 degrees.  Cooling
degree  days  result when the  average  daily  temperature  is above 65 degrees;
heating  degree  days  result when the  average  daily  temperature  is below 65
degrees.  Heating  and cooling  degree days for the three and six month  periods
ended June 30, 2000 and 1999, were as follows:
<TABLE>
<CAPTION>

                                               Three Months Ended                     Six  Months Ended
                                                     June 30,                             June 30,
                                          -----------------------------       -------------------------------
                                          2000        1999      Normal          2000        1999     Normal
                                        --------    --------    ------        --------    --------   ------
<S> <C>
     Cooling degree days                    462         369         452           468         369        463
     Percentage change compared
       to prior year                       25.2%      (14.4)%                    26.8%      (19.9)%
     Heating degree days                    298         292         298         2,181       2,236      2,170
     Percentage change compared
       to prior year                        2.1%       (0.7)%                    (2.5)%      10.2%

</TABLE>

Operating Expenses.

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

     When either North Anna or Clover is off-line,  Old Dominion  must  purchase
replacement  energy from either  Virginia  Power,  which is more costly,  or the
market,  which may be more or less costly. As a result, Old Dominion's operating
expenses,  and  therefore  its energy  rates to the Members,  are  significantly
affected by the operations of North Anna and Clover.

                                       8
<PAGE>

North Anna and Clover capacity factors for the three and six month periods ended
June 30, 2000 and 1999, were as follows:
<TABLE>
<CAPTION>

                                      North Anna                                     Clover
                        ---------------------------------------     -----------------------------------------
                            Three                  Six                     Three                  Six
                         Months Ended         Months Ended              Months Ended         Months Ended
                            June 30,            June 30,                  June 30,              June 30,
                      ----------------       ---------------         -----------------      --------------
                       2000      1999         2000     1999            2000      1999        2000     1999
                      ------    ------       ------   ------         --------   ------      ------   ------
<S> <C>
     Unit 1              87.5%    103.7%        79.4%   103.4%          75.2%     79.3%       83.6%    78.2%
     Unit 2              99.9     101.7        101.2    100.1           89.6      92.1        87.2     85.7
     Combined            93.7     102.7         90.3    101.8           82.4      85.7        85.4     82.0
</TABLE>

     North Anna Unit 1 ran for 522 consecutive  days before it began a scheduled
refueling outage on March 12, 2000. The unit was returned to service on April 8,
2000,  four days ahead of schedule.  Additionally,  the unit  experienced  minor
unscheduled outages during the first half of 2000. North Anna Unit 2 experienced
only minor unscheduled  outages.  Neither unit was off-line during the first six
months of 1999.

     Clover Unit 1 was off-line 15 days during the second  quarter of 2000 for a
scheduled  maintenance  outage.  The unit  also  experienced  minor  unscheduled
outages  during the first half of 2000.  Clover  Unit 2  experienced  only minor
outages during the first half of 2000. In March 1999,  Clover Unit 1 was removed
from service for a 16-day scheduled  maintenance  outage.  Additionally,  Unit 1
experienced minor unscheduled outages during the first half of 1999. Clover Unit
2 experienced only minor unscheduled outages during the first half of 1999.

     In  addition to power  generated  at Clover and North  Anna,  Old  Dominion
purchases  power from  Virginia  Power,  Public  Service  Electric & Gas Company
("PSE&G"),  Conectiv  Energy  ("Conectiv"),  formerly  Delmarva  Power  &  Light
Company,  and others.  Old Dominion's  energy supply for the three and six month
periods ended June 30, 2000 and 1999, was as follows:

<TABLE>
<CAPTION>

                                             Three Months Ended                            Six Months Ended
                                                    June 30,                                    June 30,
                                       -----------------------------------    -----------------------------------
                                            2000                 1999              2000                  1999
                                       ----------------  ------------------   ------------------  ---------------
                                            (MWh)                (MWh)             (MWh)                (MWh)
<S> <C>
     Clover                           793,408    37.2%     824,711    42.6%   1,629,077    36.0%  1,553,930   37.0%
     North Anna                       425,029    19.9      465,543    24.1      819,490    18.1     922,370   22.0
     Purchased Power:
        Virginia Power                397,730    18.7      220,628    11.4      949,864    21.0     733,664   17.5
        Delmarva Area (PSE&G,
             Conectiv, Conectiv/PPL)  230,771    10.8      350,014    18.1      494,018    10.9     713,462   17.0
        Other                         285,410    13.4       72,549     3.8      630,438    14.0     276,401    6.5
                                  -----------  ------  ----------- -------   ----------   -----  ---------- ------
          Total Available Energy    2,132,348   100.0%   1,933,445   100.0%   4,522,887   100.0%  4,199,827  100.0%
                                   ==========   =====    =========   =====    =========   =====   =========  =====
</TABLE>

     Unusually  hot  weather  in  May  and  June   combined   with   accelerated
depreciation  recorded under Old Dominion's  Strategic Plan  Initiative were the
primary  factors  affecting  operating  expenses in the second quarter and first
half of 2000. The hot weather combined with scheduled and unscheduled outages at
both Clover and North Anna resulted in an increase in purchased  power  expenses
and a decrease in fuel expenses.

     Operations  and  maintenance  expenses  increased in the second quarter and
first half of 2000 as compared to the same periods in 1999 primarily  because of
maintenance  performed  during the Clover and North Anna outages.  There were no
significant  outages in the second quarter and first half of 1999.
                                       9
<PAGE>

     Depreciation expense increased because of accelerated depreciation recorded
on  generation   assets  in  accordance  with  Old  Dominion's   Strategic  Plan
Initiative.  During the first half of 2000, Old Dominion  recorded $26.2 million
of additional  depreciation expense. During the first half of 1999, Old Dominion
recorded $22.4 million of additional depreciation expense.

Non-Operating Income and Expenses

     Investment income decreased in the second quarter and first half of 2000 as
compared  to the same  periods  in 1999  because  of a  decrease  in  investment
balances  resulting  from the  purchase of $33.3  million  and $49.3  million of
outstanding debt in 2000 and 1999, respectively.

     Interest on long-term  debt  decreased in the second quarter and first half
of 2000 as compared to the same periods in 1999  primarily  because Old Dominion
purchased  $49.3  million  of  its  higher  cost   outstanding   debt  in  1999.
Additionally,   Old  Dominion   purchased  $33.3  million  of  its  higher  cost
outstanding debt during the first half of 2000.


Liquidity and Capital Resources

     Operating  activities  for the first  half of 2000 and 1999 were  primarily
affected by accelerated depreciation recorded on generation assets in accordance
with Old Dominion's Strategic Plan Initiative.

     Financing activities for the six-month periods ended June 30, 2000 and 1999
resulted in a cash outflow as Old Dominion used its  available  cash to purchase
outstanding debt.

     Investing activities for the six months ended June 30, 2000, resulted in a
cash outflow because of additions to plant and lease deposits and other
investments. Investing activities for the six months ended June 30, 1999, mainly
additions to other investments to establish Old Dominion's strategic plan fund,
resulted in a net cash outflow


Strategic Plan Initiative

    On October 14, 1997, Old Dominion's Board of Directors approved a resolution
adopting certain  strategic  objectives  designed to mitigate the effects of the
transition to a competitive  electric market (the "Strategic Plan Initiative" or
"SPI"). Subsequently, an independent assessment of the impact on Old Dominion of
transition   to  a   competitive   market  was   performed   and  the  resulting
recommendations to mitigate the transition effects were approved by the Board of
Directors  on July 28,  1998,  and  incorporated  into the SPI. The SPI, as then
approved,  called for the accumulation of  approximately  $330.0 million in cash
and cash  equivalents  from 1998 to 2003 with the funds to be used to reduce Old
Dominion's  reliance on debt. A provision of the SPI requires that it be updated
periodically based on revised projections,  projected targets,  legislation, and
the  status  of the SPI in  terms  of  achieving  its  objective.  The  Board of
Directors will approve all revisions or modifications.

    In  conjunction  with the SPI,  on May 10,  1999,  Old  Dominion's  Board of
Directors  unanimously approved a resolution to record accelerated  depreciation
on generation  assets during the period  January 1, 1999,  through  December 31,
2003,  and to recover  the  additional  expense  through  rates  pursuant to the
comprehensive rate formula filed with and accepted by FERC.

    A study was  undertaken in late 1999 to assess the status of the SPI and the
numerous  factors  that impact its  results.  This study  considered  changes in
market  rate  forecasts,  components  of Old  Dominion's  cost  of  service  and
deregulation timelines.  Additionally,  it incorporated the effects of recording
accelerated  depreciation.  As a result of this study,  the targeted  collection
amount of $330.0  million  was  reduced to $241.0  million.  Old  Dominion  will

                                       10
<PAGE>

continue to evaluate  the  various  factors  that impact the results of the SPI,
monitor its progress, and, upon approval from its Board of Directors, adjust the
SPI as necessary to achieve its objective.

    Rates  approved by the Board of  Directors  for 2000 include the recovery of
additional depreciation of approximately $53.0 million. During the first half of
2000, Old Dominion recorded additional depreciation of $26.2 million as compared
to $22.4 million in the first half of 1999. To date Old Dominion has collected a
total of $103.0 million ($26.2 in the first half of 2000, $45.4 million in 1999,
and $31.4 million in 1998) toward the revised SPI target of $241.0 million.

     In conjunction  with the SPI, Old Dominion  purchased  $33.3 million of its
higher cost outstanding debt during the first half of 2000.


Competition and Changing Regulations

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

     Each of the four states in which Old Dominion's  Members operate (Virginia,
Maryland,  Delaware,  and West Virginia) have enacted legislation that addresses
deregulation of the electric industry,  and outlines a process by which electric
utilities within their respective  jurisdictions,  including cooperatives,  will
transition to  competition.  The  individual  deregulation  plans adopted by the
Virginia, Maryland, and Delaware legislators are similar. In these three states,
previously  regulated  electric  utilities must unbundle the component  parts of
their  generation,   transmission,  and  distribution.  Power  transmission  and
distribution will remain under government regulation;  however, power generation
will be deregulated and utilities will compete for customers in the open market.
The plans of Virginia,  Maryland,  and Delaware each indicate that  cooperatives
will remain the default  provider of power in their  assigned  territories,  and
that they will retain the  metering and billing  functions.  Each of these plans
also provides for recovery of stranded costs over a specified transition period;
however,   the  timing  of  each  state's  plan   implementation  is  different.
Additionally,  each Member is  legislatively  required to submit a restructuring
plan to its respective commission,  including its assessment of market rates and
proposed  unbundled rate structure.  Specific and unique aspects of each state's
legislation are detailed below.

     Management  believes that under the Federal  Energy  Regulatory  Commission
rate formula, Old Dominion is allowed to collect all costs and therefore,  there
should be no financial impact on Old Dominion.

     The following table  estimates the cumulative  percentage of Old Dominion's
load sales, based on 1999 demand sales, that will be subject to deregulation and
at risk of loss in the  competitive  market  each  year in  Virginia,  Maryland,
Delaware,  and West Virginia.  This data is based on the dates that the Members'
individual  classes  of  customers  are  free to  choose  an  alternative  power
supplier, as mandated by the individual state's legislative action.

                                       11
<PAGE>

<TABLE>
<CAPTION>

                                                   Percentage of Old Dominion's Load Sales
                                                       2000      2001       2002-2004
                                                       ----      ----       ---------
<S> <C>
     Virginia                                          -   %       -   %      78.8 %(1)
     Maryland                                          -           -   (2)    9.5  (2)
     Delaware                                          0.6        11.5        11.5
     West Virginia                                     -           0.2         0.2
                                                      ------      ----       -----
         Old Dominion's Total System                   0.6  %     11.7 %     100.0 %
                                                      ======      ====       =====
</TABLE>

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

(1)  The  opportunity  for  Virginia  consumers  to  shop  for the  purchase  of
     electricity  will be phased in between  January 1, 2002 and January 1, 2004
     in accordance with a schedule that is to be developed by the Virginia State
     Corporation Commission.
(2)  Old Dominion's  Maryland Member must offer customer choice by July 1, 2003.
     It may voluntarily offer choice as early as 2001.


     Virginia.  On March 25,  1999,  the  governor of  Virginia  signed into law
comprehensive  electric  utility  restructuring  legislation.   The  legislation
provides for retail  choice to be phased in between  January 1, 2002 and January
1, 2004 in  accordance  with a schedule  that is to be developed by the Virginia
State Corporation  Commission  ("VSCC").  By January 1, 2001, each utility is to
submit to the VSCC its plan for functional separation.

     The deregulation plan calls for capping rates from January 1, 2002, to July
1, 2007. The rates were capped at the levels in effect on July 1, 1999; however,
a utility  can  petition  the VSCC for an  increase in rates prior to January 1,
2001. Additionally,  the VSCC may adjust capped rates to facilitate the Members'
recovery of fuel costs.  During this  transition  period,  utilities may collect
stranded  costs  through  operation  of the capped rates and a wires charge that
will be applied to all customers that choose an alternative power supplier.

     The 2000 session of the Virginia  General  Assembly  passed  legislation to
further   enhance  retail  choice  in  Virginia.   The   legislation  as  passed
accomplishes  the following:  (1) more clearly defines which entities qualify as
aggregators and, therefore,  must be licensed,  (2) directs the VSCC to continue
its examination of whether  metering and billing should be competitive,  and (3)
allows the VSCC to consider  transmission charges when calculating market price.
Language in this  legislation  clarifies that  cooperatives  will be the default
supplier of all competitive services,  and will continue to be permitted to sell
power directly to their customers.

     Maryland.  On April 8, 1999,  the  governor  of  Maryland  signed  into law
restructuring  legislation requiring a three-year phase-in of retail competition
beginning with investor-owned  utilities on July 1, 2001. Such phase-in is to be
completed by July 1, 2003,  at which time all  customers  will be able to choose
their electric  supplier.  By the same law, the cooperatives must present to the
Maryland  Public  Service  Commission  ("MPSC") a plan  whereby all  cooperative
customers will have choice by July 1, 2003.

     The  legislation  also  calls  for  a  3.0%  to  7.5%  rate  reduction  for
non-cooperative  residential customers upon commencement of competition; no such
rate reduction is required for  cooperative  customers.  Rates for all customers
are  to be  frozen  for  four  years  from  the  date  of  the  commencement  of
competition.  Any proposed collection of stranded costs by cooperatives is to be
included  in a filing  before the MPSC along  with an  unbundled  rate study for
their approval.  Old Dominion's Maryland Member,  Choptank Electric  Cooperative
("Choptank"),  made  such a filing  in July  1999.  Additionally,  Choptank  has
indicated  that it may  voluntarily  offer  customer  choice as early as July 1,
2001.   Choptank  and  Old  Dominion  are   currently   involved  in  settlement
negotiations  with the MPSC  regarding  this  filing.  Old  Dominion  management
believes that a component of this settlement will permit Choptank to collect its
stranded costs from its customers that choose an alternative power supplier.

     Delaware.  On March 31,  1999,  the  governor of  Delaware  signed into law
legislation  requiring a phase-in  of retail  competition  beginning  October 1,
1999, for customers of the state's  investor-owned  electric utility,  Conectiv,
and April 1, 2000, for the customers of Delaware Electric  Cooperative  ("DEC"),
Old Dominion's Delaware Member. Based on current estimates, the customers of DEC
that are  permitted  to shop for power during 2000 account for less than 1.0% of

                                       12
<PAGE>

Old   Dominion's   total  load  sales.   All  customers  of  DEC,   representing
approximately  11.5% of Old Dominion's total load sales, will have the option of
choosing their power supplier by April 1, 2001.

     Rates for  Conectiv's  residential  customers  were reduced 7.5%  effective
October 1, 1999,  and will remain frozen at those levels  through  September 30,
2003.  Rates for  Conectiv's  non-residential  customers are to remain frozen at
their October 1, 1999 levels through  September 30, 2002. DEC's customers' rates
are to be frozen at current levels through March 31, 2005.

     The Delaware  legislation  required that DEC file a restructuring  and rate
unbundling plan,  including any proposed collection of the Member  cooperative's
stranded costs. DEC filed such a plan in September 1999. Old Dominion intervened
in this proceeding to represent the interests of all of its Members. On February
28, 2000, the Delaware Public Service Commission ("DPSC") issued its preliminary
order in response to the filing.  On April 25,  2000,  the DPSC issued its final
opinion and order affirming its preliminary  order.  The order indicates that it
is the  determination  of the DPSC that DEC has no stranded  costs and therefore
cannot collect such costs from those  customers who choose an alternative  power
supplier.

     West Virginia.  On March 11, 2000, the West Virginia  legislature adopted a
restructuring plan into law that implements  customer choice on January 1, 2001,
or a later  date  established  by the state  commission.  As in the other  three
states,  power  generation  will be  deregulated  and utilities will compete for
customers in the open market; incumbent utilities will be the default suppliers;
and, metering and billing services will be fully  competitive  within four years
of the plan's  implementation.  The plan imposes restrictions on the residential
and large  commercial/industrial  rates to be charged  during the first 7 and 13
years, respectively.


Other Matters

     In July 2000, Old Dominion  entered into  contracts to purchase  combustion
turbine generators with a total rated capacity of 850MW. Old Dominion intends to
use the  generators  in two  generating  plants it is planning to  construct  to
supply  blocks of power to  coincide  with the  timing  and  demand  and  energy
requirements  contained in expiring power purchase  contracts.  These generators
are part of a larger  project to construct new  generating  facilities  totaling
approximately $375.0 million.



                                       13
<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.

     (a)   Exhibits.

           3.1 Amended and Restated Articles of Incorporation of Old Dominion
               Electric Cooperative
           3.2 Bylaws of Old Dominion Electric Cooperative, Amended and Restated
               as of November 9, 1999
           27. Financial Data Schedule

     (b)   Reports on Form 8-K.

           Form 8-K,  dated May 12, 2000,  was filed by the Registrant to report
           Changes in Registrant's Certifying Accountant.


                                       14
<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:     August 11, 2000                    /s/ Daniel M. Walker
                                ------------------------------------------------
                                               Daniel M. Walker
                                 Senior Vice President of Accounting and Finance
                                               (Chief Financial Officer)




                                       15
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit                                                                                                    Page
Number                                      Description of Exhibit                                        Number
------                                      ----------------------                                        ------
<S> <C>
   3.1    Amended and Restated Articles of Incorporation of Old Dominion Electric Cooperative                17

   3.2    Bylaws of Old Dominion Electric Cooperative, Amended and Restated as of November 9, 2000           24

   27.    Financial Data Schedule                                                                            49
</TABLE>