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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

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



For the quarterly period ended September 30, 2004



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 000-50039



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OLD DOMINION ELECTRIC COOPERATIVE

(Exact Name of Registrant as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|VIRGINIA                                                       |  | 23-7048405                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer 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)



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



Indicate by check mark whether the registrant is an accelerated filer (as defined in the Exchange Act of Rule 12b-2).    Yes ̈No  x



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



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OLD DOMINION ELECTRIC COOPERATIVE



INDEX



|                              |  |                                                                                                                                                     |  |           
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------
|                              |  |                                                                                                                                                     |  | PageNumber
|PART I.
Financial Information |  |                                                                                                                                                    
|                              |  |                                                                                                                                                    
|Item 1.                       |  | Financial Statements                                                                                                                                |  |           
|                              |  |                                                                                                                                                    
|                              |  | Condensed Consolidated Balance Sheets  September 30, 2004 (Unaudited) and December 31, 2003                                                        |  | 3         
|                              |  |                                                                                                                                                    
|                              |  | Condensed Consolidated Statements of Revenues, Expenses and Patronage Capital (Unaudited)  Three and Nine Months Ended September 30, 2004 and 2003 |  | 4         
|                              |  |                                                                                                                                                    
|                              |  | Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Three and Nine months ended September 30, 2004 and 2003                     |  | 4         
|                              |  |                                                                                                                                                    
|                              |  | Condensed Consolidated Statements of Cash Flows (Unaudited)  Nine Months Ended September 30, 2004 and 2003                                         |  | 5         
|                              |  |                                                                                                                                                    
|                              |  | Notes to Condensed Consolidated Financial Statements                                                                                                |  | 6         
|                              |  |                                                                                                                                                    
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                               |  | 8         
|                              |  |                                                                                                                                                    
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                          |  | 17        
|                              |  |                                                                                                                                                    
|Item 4.                       |  | Controls and Procedures                                                                                                                             |  | 17        
|                              | 
|PART II.
Other Information    |  |                                                                                                                                                    
|                              |  |                                                                                                                                                    
|Item 1.                       |  | Legal Proceedings                                                                                                                                   |  | 18        
|                              |  |                                                                                                                                                    
|Item 6.                       |  | Exhibits                                                                                                                                            |  | 18        
|                              | 
|Signature                     |  | 19                                                                                                                                                 





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OLD DOMINION ELECTRIC COOPERATIVE

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                              |  |                    |           |   |                    |   |           |  
|--------------------------------------------- |  | ------------------ | --------- | - | ------------------ | - | --------- | -
|                                              |  | September 30, 2004 |           |   | December 31, 2003* |  
|                                              |  | (in thousands)     |           |   |                    |  
|ASSETS:                                       |  |                    |           |   |                    |   |           |  
|Electric Plant:                               |  |                    |           |   |                    |   |           |  
|In service                                    |  | $                  | 1,506,902 |   |                    | $ | 1,313,649 |  
|Less accumulated depreciation                 |  |                    | (421,165  | ) |                    |   | (397,327  | )
|                                              |  |                    |           |   |                    |   |           |  
|                                              |  |                    | 1,085,737 |   |                    |   | 916,322   |  
|Nuclear fuel, at amortized cost               |  |                    | 7,134     |   |                    |   | 7,439     |  
|Construction work in progress                 |  |                    | 14,098    |   |                    |   | 161,645   |  
|                                              |  |                    |           |   |                    |   |           |  
|Net Electric Plant                            |  |                    | 1,106,969 |   |                    |   | 1,085,406 |  
|                                              |  |                    |           |   |                    |   |           |  
|Investments:                                  |  |                    |           |   |                    |   |           |  
|Nuclear decommissioning trust                 |  |                    | 71,167    |   |                    |   | 68,780    |  
|Lease deposits                                |  |                    | 154,515   |   |                    |   | 150,559   |  
|Other                                         |  |                    | 13,956    |   |                    |   | 57,659    |  
|                                              |  |                    |           |   |                    |   |           |  
|Total Investments                             |  |                    | 239,638   |   |                    |   | 276,998   |  
|                                              |  |                    |           |   |                    |   |           |  
|Current Assets:                               |  |                    |           |   |                    |   |           |  
|Cash and cash equivalents                     |  |                    | 27,000    |   |                    |   | 31,758    |  
|Receivables                                   |  |                    | 57,729    |   |                    |   | 59,708    |  
|Fuel, materials and supplies, at average cost |  |                    | 29,469    |   |                    |   | 23,523    |  
|Prepayments                                   |  |                    | 2,288     |   |                    |   | 2,571     |  
|Deferred energy                               |  |                    | 1,215     |   |                    |   |          |  
|                                              |  |                    |           |   |                    |   |           |  
|Total Current Assets                          |  |                    | 117,701   |   |                    |   | 117,560   |  
|                                              |  |                    |           |   |                    |   |           |  
|Deferred Charges:                             |  |                    |           |   |                    |   |           |  
|Regulatory assets                             |  |                    | 60,341    |   |                    |   | 68,234    |  
|Other                                         |  |                    | 13,866    |   |                    |   | 14,138    |  
|                                              |  |                    |           |   |                    |   |           |  
|Total Deferred Charges                        |  |                    | 74,207    |   |                    |   | 82,372    |  
|                                              |  |                    |           |   |                    |   |           |  
|Total Assets                                  |  | $                  | 1,538,515 |   |                    | $ | 1,562,336 |  
|                                              |  |                    |           |   |                    |   |           |  
|CAPITALIZATION AND LIABILITIES:               |  |                    |           |   |                    |   |           |  
|Capitalization:                               |  |                    |           |   |                    |   |           |  
|Patronage capital                             |  | $                  | 256,352   |   |                    | $ | 247,590   |  
|Long-term debt                                |  |                    | 875,130   |   |                    |   | 873,041   |  
|                                              |  |                    |           |   |                    |   |           |  
|Total Capitalization                          |  |                    | 1,131,482 |   |                    |   | 1,120,631 |  
|                                              |  |                    |           |   |                    |   |           |  
|Current Liabilities:                          |  |                    |           |   |                    |   |           |  
|Accounts payable                              |  |                    | 39,390    |   |                    |   | 66,812    |  
|Accounts payable  members                    |  |                    | 63,852    |   |                    |   | 47,788    |  
|Accrued expenses                              |  |                    | 21,573    |   |                    |   | 36,439    |  
|Deferred energy                               |  |                    |          |   |                    |   | 13,582    |  
|                                              |  |                    |           |   |                    |   |           |  
|Total Current Liabilities                     |  |                    | 124,815   |   |                    |   | 164,621   |  
|                                              |  |                    |           |   |                    |   |           |  
|Deferred Credits and Other Liabilities        |  |                    |           |   |                    |   |           |  
|Asset retirement obligations                  |  |                    | 45,567    |   |                    |   | 42,997    |  
|Obligations under long-term leases            |  |                    | 157,403   |   |                    |   | 153,659   |  
|Regulatory liabilities                        |  |                    | 37,832    |   |                    |   | 37,024    |  
|Other                                         |  |                    | 41,416    |   |                    |   | 43,404    |  
|                                              |  |                    |           |   |                    |   |           |  
|Total Deferred Credits and Other Liabilities  |  |                    | 282,218   |   |                    |   | 277,084   |  
|                                              |  |                    |           |   |                    |   |           |  
|Commitments and Contingencies                 |  |                    |          |   |                    |   |          |  
|                                              |  |                    |           |   |                    |   |           |  
|Total Capitalization and Liabilities          |  | $                  | 1,538,515 |   |                    | $ | 1,562,336 |  
|                                              |  |                    |           |   |                    |   |           |  



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|* | The Condensed Consolidated Balance Sheet at December 31, 2003, has been taken from the audited financial statements at that date, but does not include all disclosures required by
generally accepted accounting principles.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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OLD DOMINION ELECTRIC COOPERATIVE



CONDENSED CONSOLIDATED STATEMENTS OF REVENUES,

EXPENSES AND PATRONAGE CAPITAL (UNAUDITED)



|                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                      |  | Three Months EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|                                                                      |  | 2004                            |         |   | 2003                           |   |         | 2004 |  |   | 2003    |  
|                                                                      |  | (in thousands)                  |         |   | (in thousands)                 |  
|Operating Revenues                                                    |  | $                               | 145,169 |   |                                | $ | 136,115 |      |  | $ | 412,776 |   |  | $ | 412,152 |  
|                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Operating Expenses:                                                   |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Fuel                                                                  |  |                                 | 25,700  |   |                                |   | 27,318  |      |  |   | 67,300  |   |  |   | 56,473  |  
|Purchased power                                                       |  |                                 | 84,502  |   |                                |   | 59,819  |      |  |   | 232,038 |   |  |   | 243,064 |  
|Deferred energy                                                       |  |                                 | (7,360  | ) |                                |   | 5,766   |      |  |   | (14,797 | ) |  |   | (3,822  | )
|Operations and maintenance                                            |  |                                 | 10,509  |   |                                |   | 7,608   |      |  |   | 31,230  |   |  |   | 33,040  |  
|Administrative and general                                            |  |                                 | 6,425   |   |                                |   | 6,946   |      |  |   | 20,994  |   |  |   | 18,813  |  
|Depreciation, amortization and decommissioning                        |  |                                 | 7,817   |   |                                |   | 8,304   |      |  |   | 22,485  |   |  |   | 19,129  |  
|Amortization of regulatory asset/(liability), net                     |  |                                 | 1,577   |   |                                |   | 1,733   |      |  |   | 5,863   |   |  |   | (844    | )
|Taxes other than income taxes                                         |  |                                 | 1,390   |   |                                |   | 1,057   |      |  |   | 3,809   |   |  |   | 2,720   |  
|Accretion                                                             |  |                                 | 558     |   |                                |   | 511     |      |  |   | 1,664   |   |  |   | 1,557   |  
|                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Total Operating Expenses                                              |  |                                 | 131,118 |   |                                |   | 119,062 |      |  |   | 370,586 |   |  |   | 370,130 |  
|                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Operating Margin                                                      |  |                                 | 14,051  |   |                                |   | 17,053  |      |  |   | 42,190  |   |  |   | 42,022  |  
|                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Other Income/(Expense), net                                           |  |                                 | 15      |   |                                |   | 172     |      |  |   | 47      |   |  |   | (82     | )
|Investment Income                                                     |  |                                 | 262     |   |                                |   | 453     |      |  |   | 2,225   |   |  |   | 1,938   |  
|Interest Charges, net                                                 |  |                                 | (11,517 | ) |                                |   | (14,410 | )    |  |   | (35,700 | ) |  |   | (31,855 | )
|                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net Margin Before Cumulative Effect of Change in Accounting Principle |  |                                 | 2,811   |   |                                |   | 3,268   |      |  |   | 8,762   |   |  |   | 12,023  |  
|Cumulative Effect of Change in Accounting Principle                   |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   | (3,271  | )
|                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net Margin After Cumulative Effect of Change in Accounting Principle  |  |                                 | 2,811   |   |                                |   | 3,268   |      |  |   | 8,762   |   |  |   | 8,752   |  
|                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Patronage Capital  Beginning of Period                               |  |                                 | 253,541 |   |                                |   | 241,018 |      |  |   | 247,590 |   |  |   | 235,534 |  
|                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Patronage Capital  End of Period                                     |  | $                               | 256,352 |   |                                | $ | 244,286 |      |  | $ | 256,352 |   |  | $ | 244,286 |  
|                                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  



OLD DOMINION ELECTRIC COOPERATIVE



CONDENSED CONSOLIDATED STATEMENTS

OF COMPREHENSIVE INCOME (UNAUDITED)



|                                        |  |                                  |       |                                |   |       |  |      |       |  |   |       
|--------------------------------------- |  | -------------------------------- | ----- | ------------------------------ | - | ----- |  | ---- | ----- |  | - | ------
|                                        |  | Three Months Ended September 30, |       | Nine Months EndedSeptember 30,
|                                        |  | 2004                             |       | 2003                           |   | 2004  |  | 2003
|                                        |  | (in thousands)                   |       | (in thousands)                
|Net Margin                              |  | $                                | 2,811 |                                | $ | 3,268 |  | $    | 8,762 |  | $ | 8,752 
|                                        |  |                                  |       |                                |   |       |  |      |       |  |   |       
|Other Comprehensive Income:             |  |                                  |       |                                |   |       |  |      |       |  |   |       
|Unrealized gain on derivative contracts |  |                                  |      |                                |   |      |  |      |      |  |   | 10,911
|                                        |  |                                  |       |                                |   |       |  |      |       |  |   |       
|Other comprehensive income              |  |                                  |      |                                |   |      |  |      |      |  |   | 10,911
|                                        |  |                                  |       |                                |   |       |  |      |       |  |   |       
|Comprehensive Income                    |  | $                                | 2,811 |                                | $ | 3,268 |  | $    | 8,762 |  | $ | 19,663
|                                        |  |                                  |       |                                |   |       |  |      |       |  |   |       



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



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OLD DOMINION ELECTRIC COOPERATIVE



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                              |  |                                 |         |   |      |   |          |  
|--------------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ---- | - | -------- | -
|                                                                                              |  | Nine Months Ended September 30, |        
|                                                                                              |  | 2004                            |         |   | 2003 |  
|                                                                                              |  | (in thousands)                  |        
|Operating Activities:                                                                         |  |                                 |         |   |      |   |          |  
|Net Margin                                                                                    |  | $                               | 8,762   |   |      | $ | 8,752    |  
|Adjustments to reconcile net margins to net cash (used for) provided by operating activities: |  |                                 |         |   |      |   |          |  
|Cumulative effect of change in accounting principle                                           |  |                                 |        |   |      |   | 3,271    |  
|Depreciation, amortization and decommissioning                                                |  |                                 | 22,485  |   |      |   | 19,129   |  
|Other non-cash charges                                                                        |  |                                 | 3,345   |   |      |   | (978     | )
|Amortization of lease obligations                                                             |  |                                 | 7,465   |   |      |   | 7,137    |  
|Interest on lease deposits                                                                    |  |                                 | (7,148  | ) |      |   | (6,811   | )
|Change in current assets                                                                      |  |                                 | (3,684  | ) |      |   | (8,666   | )
|Change in deferred energy                                                                     |  |                                 | (14,797 | ) |      |   | (3,822   | )
|Change in current liabilities                                                                 |  |                                 | (26,224 | ) |      |   | (426     | )
|Change in regulatory assets and liabilities                                                   |  |                                 | 8,697   |   |      |   | (6,041   | )
|Deferred charges and credits                                                                  |  |                                 | 351     |   |      |   | 621      |  
|                                                                                              |  |                                 |         |   |      |   |          |  
|Net Cash (Used for) Provided by Operating Activities                                          |  |                                 | (748    | ) |      |   | 12,166   |  
|                                                                                              |  |                                 |         |   |      |   |          |  
|Financing Activities:                                                                         |  |                                 |         |   |      |   |          |  
|Obligations under long-term leases                                                            |  |                                 | (529    | ) |      |   | (200     | )
|Additions to long-term debt                                                                   |  |                                 |        |   |      |   | 250,000  |  
|                                                                                              |  |                                 |         |   |      |   |          |  
|Net Cash (Used for) Provided by Financing Activities                                          |  |                                 | (529    | ) |      |   | 249,800  |  
|                                                                                              |  |                                 |         |   |      |   |          |  
|Investing Activities:                                                                         |  |                                 |         |   |      |   |          |  
|Investments, net                                                                              |  |                                 | 41,320  |   |      |   | (166,866 | )
|Electric plant additions                                                                      |  |                                 | (44,801 | ) |      |   | (132,384 | )
|Decommissioning fund deposits                                                                 |  |                                 |        |   |      |   | (454     | )
|                                                                                              |  |                                 |         |   |      |   |          |  
|Net Cash Used for Investing Activities                                                        |  |                                 | (3,481  | ) |      |   | (299,704 | )
|                                                                                              |  |                                 |         |   |      |   |          |  
|Net Change in Cash and Cash Equivalents                                                       |  |                                 | (4,758  | ) |      |   | (37,738  | )
|Cash and Cash Equivalents  Beginning of Period                                               |  |                                 | 31,758  |   |      |   | 67,829   |  
|                                                                                              |  |                                 |         |   |      |   |          |  
|Cash and Cash Equivalents  End of Period                                                     |  | $                               | 27,000  |   |      | $ | 30,091   |  
|                                                                                              |  |                                 |         |   |      |   |          |  



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



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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 September 30, 2004, and our consolidated results of operations, comprehensive income, and cash flows for the three and nine months ended September 30, 2004 and 2003. The
consolidated results of operations for the three and nine months ended September 30, 2004, 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 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | We adopted Statement of Financial Accounting Standards (SFAS) No. 143 Accounting for Asset Retirement Obligations effective January 1, 2003. SFAS No. 143
requires legal obligations associated with the retirement of long-lived assets to be recognized at fair value when incurred and capitalized as part 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. SFAS No. 143 requires that any transition adjustment determined at adoption be recognized as a cumulative effect of change in accounting principle.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the absence of quoted market prices, we
determined fair value by using present value techniques, in which estimates of future cash flows associated with retirement activities are discounted using a credit adjusted risk free rate. Our estimated liability could change significantly if
actual costs vary from assumptions or if governmental regulations change significantly.



SFAS No. 143 applies to the decommissioning of the North Anna Nuclear Power Station (North Anna), certain asset retirement obligations at the Clover Power Station (Clover), as well as certain
asset retirement obligations at our Rock Springs, Louisa, and Marsh Run combustion turbine facilities and our distributed generation facilities. At December 31, 2002, we had recorded a liability for the decommissioning of North Anna of $56.7
million, which equaled the balance in our nuclear decommissioning trust fund. At January 1, 2003, our liability for the decommissioning of North Anna as well as our liabilities associated with Clover and the distributed generation facilities as
calculated under SFAS No. 143 were $39.0 million. These liabilities were calculated using the present value of estimated future cash flows. We also recorded plant assets totaling $12.3 million and offsetting accumulated depreciation of $4.4 million.
The majority, $28.8 million, of the difference between what was recorded prior to January 1, 2003, and the net amount of what we recorded under SFAS No. 143 has been deferred as a regulatory liability. The remainder, $3.3 million, represents the
cumulative effect of change in accounting principle. See Notes to Consolidated Financial Statements  Note 3 Accounting for Asset Retirement Obligations of our Annual Report on Form 10-K for the fiscal year ended December 31,
2003, for further discussion of SFAS No. 143.



|3. | On August 12, 2004, we made a payment of $33.1 million to Public Service Electric & Gas Company (PSE&G) in full settlement of our legal disputes with PSE&G.
The terms of our agreement provide for (1) the dismissal of PSE&Gs lawsuit in the United States Court of the District of New Jersey in Newark with each party bearing its own respective costs and legal fees and (2) our agreement not to file
a petition for review with the United States Court of Appeals regarding the Federal Energy Regulatory Commission (FERC) orders issued on October 22, 2003, and July 13, 2004, with respect to these matters in the complaint.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | In October 2003, Norfolk Southern Railway Company (Norfolk Southern) notified an affiliate of Virginia Electric & Power Company (Virginia Power) that
Norfolk Southern intended, effective January 1, 2004, to correct the rates and method of quarterly adjustment in its Coal Transportation Agreement (Agreement) for Clover. Norfolk Southern alleges that the Agreement specifies
the use of a revised index instead of the initial index that has served as the basis of payment from inception of the Agreement. The Agreement, dated April 5, 1989, originally between Norfolk and Western Railway Company (Norfolk Western)
and us, has an initial term of 20 years after the first shipment of coal. We have the right to extend the Agreement for two additional five-year terms. The Agreement has since been assigned to Virginia Power in connection with its purchase of a 50%
undivided interest in Clover and its responsibilities as operating agent. Norfolk Western and Norfolk Southern merged in 1998. Coal has been delivered pursuant to the Agreement for over ten years, and Norfolk Southern has accepted payment at the
initial index. We are continuing to pay Norfolk Southern at the initial index rate.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In order to prevent the index change sought by Norfolk Southern, we and Virginia Power filed suit against Norfolk Southern on November 26, 2003, in the
Circuit Court of Halifax County, Virginia, requesting specific performance in the form of an



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injunction declaring that Norfolk Southern cannot change the initial index rate and, in the alternative,
that the court enter a declaratory judgment confirming the applicability of the initial index to the Agreement. On January 15, 2004, Norfolk Southern filed an answer and counterclaim (for declaratory judgment, specific performance and damages) and a
pleading alleging that we and Virginia Power have failed to state a claim under Virginia law. On November 5, 2004, the court heard arguments regarding whether we and Virginia Power failed to state a claim and has taken the matter under advisement;
however, the court has not ruled on this or other matters related to these proceedings. Further proceedings have not been scheduled. We continue to work together with Virginia Power to prevent Norfolk Southern from depriving us of the economic
benefits of the Agreement. If it is ultimately determined that we owe any amounts to Norfolk Southern, 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.



|5. | TEC Trading, Inc. (TEC), which is owned by our member distribution cooperatives, was formed for the primary purpose of purchasing from us, to sell in the market, power
that is not needed to meet the actual needs of our member distribution cooperatives, 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 and natural gas related markets, TEC must maintain credit support sufficient to meet delivery and payment obligations associated with power and natural gas
trades. To assist TEC in providing this credit support, we have agreed to guarantee up to $60.0 million of TECs delivery and payment obligations associated with its power and natural gas trades. At September 30, 2004, we had issued guaranties
for up to $28.4 million of TECs obligations and $1.4 million of such obligations were outstanding. As of December 31, 2003, we had issued guaranties for up to $9.5 million of TECs obligations and $1.6 million of such obligations were
outstanding. During the three and nine months ended September 30, 2003, we had sales to TEC of $44.0 thousand and $14.1 million, respectively. During the three and nine months ended September 30, 2004, we had sales to TEC of $1.6 million and $3.5
million, respectively. During the three and nine months ended September 30, 2004, we had gas purchases from TEC of $8.5 million and $17.8 million, respectively. During the three and nine months ended September 30, 2003, we had gas purchases from TEC
of $4.4 million and $5.6 million, respectively.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46R, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research
Bulletin No. 51 (the Interpretation). The Interpretation requires the consolidation of entities in which an enterprise absorbs a majority of the entitys expected losses, receives a majority of the entitys expected
residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Currently, entities are generally consolidated by an enterprise when it has a controlling financial interest through ownership of a majority
voting interest in the entity. For new entities created after February 1, 2003, the Interpretation is effective immediately; for existing entities we will apply the Interpretation by the end of 2004. TEC has been identified as a variable interest
entity and will be consolidated as of December 31, 2004. We believe that the consolidation of TEC will not have a material impact on our financial position, results of operations, or cash flow; however, the ultimate impact on our financial
statements at December 31, 2004, is dependent upon the level of TECs activity at year-end.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. | Subsequent event. On October 12, 2004, our Board of Directors approved an increase to the fuel factor adjustment rate, resulting in an increase to our total energy rate of
approximately 6.3% effective October 1, 2004. This increase was implemented due to anticipated continued rising energy costs for the remainder of 2004 and into 2005.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

OLD DOMINION ELECTRIC COOPERATIVE



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Caution Regarding Forward-Looking Statements



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



Critical Accounting Policies



As of September 30, 2004, there have been no significant changes in our critical accounting policies as disclosed in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2003. The policies included the accounting for rate regulation, deferred energy, asset retirement obligations, derivative contracts and our margin stabilization plan.



Overview



Old Dominion Electric Cooperative (Old Dominion) is a not-for-profit power supply cooperative owned entirely by
its twelve member distribution cooperatives and a thirteenth member, TEC Trading Inc. (TEC). We supply our member distribution cooperatives power requirements, consisting of capacity requirements and energy requirements through a
portfolio of resources including generating facilities, power purchase contracts, and forward, short-term and spot market energy purchases.



Our results for the three and nine months ended September 30, 2004, were primarily impacted by the following factors:



| |  | The availability of our generating facilities and purchased power. Beginning September 12, 2004, the North Anna Nuclear Power Station (North Anna) was off-line for a
scheduled maintenance outage that increased our need for purchased power. In 2003, North Anna was off-line to complete the replacement of the reactor vessel heads which increased our need for purchased power in 2003. In June of 2003, our Louisa and
Rock Springs combustion turbine facilities became commercially operable, and in September of 2004, our Marsh Run combustion turbine facility became commercially operable.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The cost of fuel. Our generating facilities are fueled by a mix of coal, nuclear fuel, and natural gas. The increase in fuel prices and the operation of our combustion turbine
facilities, which requires an increase in fuel consumption, increases our fuel expense.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Weather. During the three months ended September 30, 2004, sales to our member distribution cooperatives were higher as compared to the same period in 2003 due to warmer weather
experienced by consumers of our member distribution cooperatives in 2004. During the nine months ended September 30, 2004, sales to our member distribution cooperatives were higher as compared to the same period in 2003 due to the combination of
colder weather experienced by consumers of our member distribution cooperatives in the first quarter of 2004 and warmer weather in the second and third quarters of 2004 as compared to the same periods in 2003.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Results of Operations



Operating Revenues



Our power sales are comprised of two power products  energy and capacity (also referred to as demand). Energy is the physical electricity delivered
through the transmission and distribution facilities to customers. We must have sufficient committed energy available to us for delivery to our member distribution cooperatives to meet their maximum energy needs at any time, with limited exceptions.
This committed available energy at any time is referred to as capacity.



The rates we charge our member distribution cooperatives for sales of energy and capacity are determined by a formulary rate accepted by the Federal Energy Regulatory Commission (FERC), which is intended to permit collection of
revenues which will equal the sum of:



| |  | all of our costs and expenses;
| | - | ------------------------------



| |  | 20% of our total interest charges; and
| | - | --------------------------------------



| |  | additional equity contributions approved by our board of directors.
| | - | -------------------------------------------------------------------



The formulary rate has three components: a demand rate, a base energy rate and a fuel factor adjustment rate. The formulary rate identifies the cost
components that we can collect through rates, but not the actual amounts to be collected. With limited exceptions, we can change our rates periodically to match the costs we have incurred and we expect to incur without seeking FERC approval.



Energy costs, which are primarily variable costs, such as
nuclear, coal and natural gas fuel costs and the energy costs under our power purchase contracts with third parties, are recovered through the two separate energy rates, the base energy rate and the fuel factor adjustment rate. The base energy rate
is a fixed rate that requires FERC approval prior to adjustment. However, 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 rate. We review our
energy costs at least every six months to determine whether the base energy rate and the current fuel factor adjustment rate together are adequately recovering our actual and anticipated energy costs, and revise the fuel factor adjustment rate
accordingly. Because the fuel factor adjustment rate can be revised without FERC approval, we can effectively change our total energy rate to recover all our energy costs without seeking the approval of FERC.



Capacity 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, transmission costs, and our margin requirements and additional amounts approved by our board of directors are recovered
through our demand rate. The formulary rate allows us to change the actual demand rate we charge as our capacity-related costs change, without seeking FERC approval, with the exception of extraordinary deductions, and decommissioning cost, which is
a fixed amount in the formulary rate that requires FERC approval prior to any adjustment. As of December 23, 2003, decommissioning costs have been fixed at zero, reflecting our assessment that, based on current projections, our decommissioning trust
fund is adequately funded. Our demand rate is revised automatically to recover the costs contained in our annual budget and any revisions made by the board of directors to our annual budget.



Our operating revenues are derived from power sales to our members and
non-members. Sales to members include sales to our Class A members, which are our twelve member distribution cooperatives, and sales to our single Class B member, TEC. Our operating revenues by type of purchaser for the three and nine months ended
September 30, 2004 and 2003, were as follows:



|                                     |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|------------------------------------ |  | -------------------------------- | ------- | ------------------------------- | - | ------- |  | ---- | ------- |  | - | -------
|                                     |  | Three Months Ended September 30, |         | Nine Months Ended September 30,
|                                     |  | 2004                             |         | 2003                            |   | 2004    |  | 2003
|                                     |  | (in thousands)                   |         | (in thousands)                 
|Revenues from sales to members:      |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|Member distribution cooperatives     |  | $                                | 142,585 |                                 | $ | 133,712 |  | $    | 405,336 |  | $ | 388,694
|TEC                                  |  |                                  | 1,596   |                                 |   | 44      |  |      | 3,497   |  |   | 14,101 
|                                     |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|Total revenues from sales to members |  |                                  | 144,181 |                                 |   | 133,756 |  |      | 408,833 |  |   | 402,795
|Revenues from sales to non-members   |  |                                  | 988     |                                 |   | 2,359   |  |      | 3,943   |  |   | 9,357  
|                                     |  |                                  |         |                                 |   |         |  |      |         |  |   |        
|Total revenues                       |  | $                                | 145,169 |                                 | $ | 136,115 |  | $    | 412,776 |  | $ | 412,152
|                                     |  |                                  |         |                                 |   |         |  |      |         |  |   |        



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##### Table of Contents

Our energy sales in megawatt hours (MWh) to our members and non-members for the three and
nine months ended September 30, 2004 and 2003, were as follows:



|                                 |  |                                 |  |                                |  |           |  |          
|-------------------------------- |  | ------------------------------- |  | ------------------------------ |  | --------- |  | ---------
|                                 |  | Three Months EndedSeptember 30, |  | Nine Months EndedSeptember 30,
|                                 |  | 2004                            |  | 2003                           |  | 2004      |  | 2003     
|                                 |  | (in MWh)                        |  | (in MWh)                      
|Energy sales to members:         |  |                                 |  |                                |  |           |  |          
|Member distribution cooperatives |  | 2,780,422                       |  | 2,566,920                      |  | 8,033,709 |  | 7,322,312
|TEC                              |  | 35,662                          |  | 2,589                          |  | 82,059    |  | 284,980  
|                                 |  |                                 |  |                                |  |           |  |          
|Total energy sales to members    |  | 2,816,084                       |  | 2,569,509                      |  | 8,115,768 |  | 7,607,292
|Energy sales to non-members      |  | 12,737                          |  | 65,420                         |  | 68,979    |  | 241,325  
|                                 |  |                                 |  |                                |  |           |  |          
|Total energy sales               |  | 2,828,821                       |  | 2,634,929                      |  | 8,184,747 |  | 7,848,617
|                                 |  |                                 |  |                                |  |           |  |          



Sales to Member
Distribution Cooperatives. Revenues from sales to our member distribution cooperatives are a function of our formulary rate for sales of power to our member distribution cooperatives and our member distribution cooperatives
consumers requirements for power. Under our formulary rate, we make adjustments for the recovery or refund of amounts under our Margin Stabilization Plan. We adjust demand revenues and accounts payable  members or accounts receivable
each quarter to reflect these adjustments. See Critical Accounting Policies  Margin Stabilization Plan in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2003, for a discussion of the Margin
Stabilization Plan.



Revenues from sales to our member
distribution cooperatives by formulary rate component and average costs to our member distribution cooperatives in MWh for the three and nine months ended September 30, 2004, and 2003 were as follows:



|                                                               |  |                                 |         |                                |   |         |  |      |         |  |   |        
|-------------------------------------------------------------- |  | ------------------------------- | ------- | ------------------------------ | - | ------- |  | ---- | ------- |  | - | -------
|                                                               |  | Three Months EndedSeptember 30, |         | Nine Months EndedSeptember 30,
|                                                               |  | 2004                            |         | 2003                           |   | 2004    |  | 2003
|                                                               |  | (in thousands)                  |         | (in thousands)                
|Revenues from sales to member distribution cooperatives:       |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Base energy revenues                                           |  | $                               | 50,249  |                                | $ | 46,450  |  | $    | 145,301 |  | $ | 132,685
|Fuel factor adjustment revenues                                |  |                                 | 39,301  |                                |   | 31,889  |  |      | 101,358 |  |   | 80,372 
|                                                               |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Total energy revenues                                          |  |                                 | 89,550  |                                |   | 78,339  |  |      | 246,659 |  |   | 213,057
|                                                               |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Demand (capacity) revenues                                     |  |                                 | 53,035  |                                |   | 55,373  |  |      | 158,677 |  |   | 175,637
|                                                               |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Total revenues from sales to member distribution cooperatives  |  | $                               | 142,585 |                                | $ | 133,712 |  | $    | 405,336 |  | $ | 388,694
|                                                               |  |                                 |         |                                |   |         |  |      |         |  |   |        
|Average costs to member distribution cooperatives (per MWh)(1) |  | $                               | 51.28   |                                | $ | 52.09   |  | $    | 50.45   |  | $ | 53.08  

---

|(1) | Our average costs to member distribution cooperatives are based on the blended cost of power from all of our power supply resources.
|--- | ------------------------------------------------------------------------------------------------------------------------------------



Growth in the number of consumers and growth in consumers requirements
for power significantly affect our member distribution cooperatives consumers requirements for power. Factors affecting our member distribution cooperatives consumers requirements for power include weather, as well as the
amount, size, and usage of electronics and machinery and the expansion of operations among their commercial and industrial customers. Weather affects the requirement for electricity. Relatively higher or lower temperatures tend to increase the
requirement for energy to operate air conditioning and heating systems. Mild weather generally reduces the requirement because air conditioning and heating systems are operated less.



Total revenues from sales to our member distribution cooperatives for the three months ended September 30, 2004, increased
$8.9 million, or 6.6%, over the same period in 2003, primarily as a result of increased sales of energy and higher energy rates partially offset by lower incurred capacity costs (which are reflected in revenues in the period in which they are
expensed). For this period, sales volumes increased approximately 8.3% as a result of warmer weather experienced by consumers of our member distribution cooperatives in July and September 2004 as compared to the same period in 2003, which created a
greater requirement for power to operate air conditioning systems, partially offset by milder weather in August 2004 as compared to the same period in 2003.



Our total energy rate (including our base energy rate and our fuel factor adjustment rate) was 5.5% higher during the three months ended September 30,
2004, as compared to the same period in 2003. We increased our fuel factor adjustment rate resulting in an increase to our total energy rate of approximately 15.6% effective April 1, 2004. This increase was implemented due to higher than anticipated
energy costs in the first quarter of 2004 and projected higher than previously anticipated energy costs for the remainder of 2004.



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##### Table of Contents

The capacity costs we incurred, and thus the capacity-related revenues we reflected, for the three months
ended September 30, 2004, as compared to the same period in 2003, declined $2.3 million, or 4.2%, primarily as a result of lower interest expense and associated margin requirement. See Critical Accounting Policies  Margin Stabilization
Plan in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2003, for a discussion of the Margin Stabilization Plan, and see Interest Charges for a discussion of interest expenses.



Our average costs to member distribution cooperatives per MWh decreased
$0.81 per MWh, or 1.6%, for the three months ended September 30, 2004, as compared to the same period in 2003, as a result of the increase in sales volumes and the decrease in capacity costs partially offset by the increase in our total energy rate.



Total revenues from sales to our member distribution
cooperatives for the nine months ended September 30, 2004, increased $16.6 million, or 4.3%, as compared to the same period in 2003, primarily as a result of increased sales of energy and higher energy rates partially offset by lower incurred
capacity costs (which are reflected in revenues in the period in which they are expensed). Sales volumes increased approximately 9.7% as a result of colder weather experienced by consumers of our member distribution cooperatives in January and
February as compared to the same period in 2003, and warmer weather in May, June, July and September as compared to the same period in 2003, which created a greater requirement for power to operate heating and air conditioning systems.



Our total energy rate (including our base energy rate and our fuel factor
adjustment rate) was 5.5% higher during the nine months ended September 30, 2004, as compared to the same period in 2003. Due to higher than anticipated energy costs in the first quarter of 2004 and projected higher than previously anticipated
energy costs for the remainder of 2004, we increased our fuel factor adjustment rate effective April 1, 2004, resulting in an increase to our total energy rate of approximately 15.6%. We had decreased our fuel factor adjustment rate effective
January 1, 2004, anticipating that a lower total energy rate combined with the December 31, 2003, $13.6 million over-collected deferred energy balance would adequately recover our future energy costs.



The capacity costs we incurred, and thus the capacity-related revenues we
reflected, for the nine months ended September 30, 2004, as compared to the same period in 2003, declined $17.0 million, or 9.7%, primarily as a result of lower capacity-related purchased power expenses. See Operating Expenses for a
discussion of purchased power expense.



Our average costs per
MWh to member distribution cooperatives decreased $2.63 per MWh, or 5.0%, for the nine months ended September 30, 2004, as compared to the same period in 2003, as a result of the increase in sales volumes and the decrease in capacity costs,
partially offset by the increase in our total energy rate.



Sales to TEC.Sales to TEC consist primarily of sales of excess energy that we do not need to meet the actual needs of our member distribution cooperatives. Sales to TEC for the three months ended September 30, 2004,
were $1.6 million higher, as compared to the same period in 2003, due to more excess energy during the quarter. Sales to TEC for the first nine months ended September 30, 2004, were $10.6 million lower than in the same period in 2003, because we had
less excess energy in the first nine months of 2004 than in the first nine months of 2003. During the first five months of 2003, we exercised a contractual option to purchase energy at then favorable market prices. We sold the portion of this energy
that could not be utilized by our member distribution cooperatives to TEC for resale into the market, or to non-members.



Sales to Non-Members.Sales to non-members consist of sales of excess purchased energy and sales of excess generated energy from the
Clover Power Station (Clover) to which we are entitled. We sell excess purchased energy that is not sold to TEC to PJM Interconnection, LLC (PJM) under its rates for providing energy imbalance services. We sell excess energy
from Clover to Virginia Electric and Power Company (Virginia Power) pursuant to the requirements of the Clover operating agreement. Non-member revenues for the three and nine months ended September 30, 2004, were lower than in 2003 by
$1.4 million and $5.4 million, respectively, primarily because of decreased sales of excess purchased energy to PJM. During the first five months of 2003, we exercised a contractual option to purchase energy at then favorable market prices and we
sold the portion of this energy that could not be utilized by our member distribution cooperatives to TEC for resale into the market, or to non-members.



11



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##### Table of Contents

Operating Expenses



We supply our member distribution cooperatives power requirements, consisting of capacity requirements and energy
requirements, through (i) our owned or leased interests in electric generating facilities which consist of a 50% interest in Clover, an 11.6% interest in North Anna, our Louisa, Marsh Run, and Rock Springs combustion turbine facilities, and
distributed generation, and (ii) power purchases from third parties through power purchase contracts and forward, short-term and spot market energy purchases. Our energy supply for the three and nine months ended September 30, 2004 and 2003, was as
follows:



|                         |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|------------------------ |  | -------------------------------- |  | ----- | ------------------------------- |  | --------- | ---- | ----- | - | ---- | --------- |  | ----- | - |  | --------- |  | ----- | -
|                         |  | Three Months Ended September 30, |  |       | Nine Months Ended September 30, | 
|                         |  | 2004                             |  |       | 2003                            |  |           | 2004 |       |   | 2003 |          
|                         |  | (in MWh or percentages)          |  |       | (in MWh or percentages)         | 
|Generated:               |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Mainland Virginia area:  |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Clover                   |  | 904,361                          |  | 30.7  | %                               |  | 884,086   |      | 32.9  | % |      | 2,438,161 |  | 28.8  | % |  | 2,294,949 |  | 28.5  | %
|North Anna               |  | 421,587                          |  | 14.3  |                                 |  | 471,635   |      | 17.5  |   |      | 1,263,297 |  | 14.9  |   |  | 1,123,459 |  | 13.9  |  
|Louisa                   |  | 73,035                           |  | 2.5   |                                 |  | 91,524    |      | 3.4   |   |      | 198,490   |  | 2.3   |   |  | 120,245   |  | 1.5   |  
|Marsh Run                |  | 1,417                            |  |      |                                 |  |          |      |      |   |      | 1,417     |  |      |   |  |          |  |      |  
|                         |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Total Mainland Virginia  |  | 1,400,400                        |  | 47.5  |                                 |  | 1,447,245 |      | 53.8  |   |      | 3,901,365 |  | 46.0  |   |  | 3,538,653 |  | 43.9  |  
|                         |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Delmarva Peninsula area: |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Rock Springs             |  | 26,878                           |  | 0.9   |                                 |  | 93,807    |      | 3.5   |   |      | 110,318   |  | 1.3   |   |  | 109,648   |  | 1.4   |  
|Distributed generation   |  | 277                              |  |      |                                 |  | 283       |      |      |   |      | 277       |  |      |   |  | 594       |  |      |  
|                         |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Total Delmarva Peninsula |  | 27,155                           |  | 0.9   |                                 |  | 94,090    |      | 3.5   |   |      | 110,595   |  | 1.3   |   |  | 110,242   |  | 1.4   |  
|                         |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Total Generated          |  | 1,427,555                        |  | 48.4  |                                 |  | 1,541,335 |      | 57.3  |   |      | 4,011,960 |  | 47.3  |   |  | 3,648,895 |  | 45.3  |  
|                         |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Purchased:               |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Mainland Virginia area   |  | 871,318                          |  | 29.5  |                                 |  | 603,817   |      | 22.5  |   |      | 2,714,133 |  | 32.0  |   |  | 2,344,210 |  | 29.1  |  
|Delmarva Peninsula area  |  | 650,819                          |  | 22.1  |                                 |  | 542,375   |      | 20.2  |   |      | 1,753,835 |  | 20.7  |   |  | 2,061,898 |  | 25.6  |  
|                         |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Total Purchased          |  | 1,522,137                        |  | 51.6  |                                 |  | 1,146,192 |      | 42.7  |   |      | 4,467,968 |  | 52.7  |   |  | 4,406,108 |  | 54.7  |  
|                         |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Total Available Energy   |  | 2,949,692                        |  | 100.0 | %                               |  | 2,687,527 |      | 100.0 | % |      | 8,479,928 |  | 100.0 | % |  | 8,055,003 |  | 100.0 | %
|                         |  |                                  |  |       |                                 |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  



In mainland Virginia,
we satisfy the majority of our member distribution cooperatives capacity and energy requirements through our ownership interests in Clover, North Anna, Louisa, and Marsh Run and we purchase energy from the market to supply the remaining needs
of our mainland Virginia member distribution cooperatives. To serve the Delmarva Peninsula, we rely on Rock Springs and power purchase agreements to provide the capacity 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 when economical, we utilize the PJM power pool or generate power from Rock Springs.



Our operating expenses are significantly affected by the extent to which we
purchase power and, relatedly, the availability of our base load generating facilities, Clover and North Anna. Base load 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. In addition, coal-fired facilities have relatively low variable costs, as compared to combustion turbine facilities such as Louisa, Rock
Springs and Marsh Run. Owners of nuclear and other power plants incur the embedded fixed costs of these facilities whether or not the units operate. When either Clover or North Anna is off-line, we must purchase replacement energy from either
Virginia Power, which is more costly, or from the market, which may be more or less costly. Our combustion turbine facilities have relatively low fixed costs and greater operational flexibility, but are more expensive to operate; therefore, we
operate them only when the market price of energy makes their operation economical. As a result, our operating expenses, and consequently our rates to our member distribution cooperatives,



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##### Table of Contents

are more significantly affected by the operations of Clover and North Anna than by our combustion turbine facilities. The
output of Clover and North Anna for the three months and nine months ended September 30, 2004 and 2003, as a percentage of the maximum dependable capacity rating of the facilities was as follows:



|         |  |                                 |   |  |                                 |   |  |                                 |   |  |                                |   |  |      |   |  |       |   |  |      |   |  |      |  
|-------- |  | ------------------------------- | - |  | ------------------------------- | - |  | ------------------------------- | - |  | ------------------------------ | - |  | ---- | - |  | ----- | - |  | ---- | - |  | ---- | -
|         |  | Clover                          |   |  | North Anna                      |  
|         |  | Three Months EndedSeptember 30, |   |  | Nine Months Ended September 30, |   |  | Three Months EndedSeptember 30, |   |  | Nine Months EndedSeptember 30, |  
|         |  | 2004                            |   |  | 2003                            |   |  | 2004                            |   |  | 2003                           |   |  | 2004 |   |  | 2003  |   |  | 2004 |   |  | 2003 |  
|Unit 1   |  | 93.9                            | % |  | 92.4                            | % |  | 78.5                            | % |  | 83.4                           | % |  | 78.8 | % |  | 100.2 | % |  | 90.8 | % |  | 73.6 | %
|Unit 2   |  | 93.6                            |   |  | 91.1                            |   |  | 91.4                            |   |  | 76.7                           |   |  | 99.5 |   |  | 99.7  |   |  | 88.9 |   |  | 87.0 |  
|Combined |  | 93.8                            |   |  | 91.8                            |   |  | 85.0                            |   |  | 80.1                           |   |  | 89.2 |   |  | 100.0 |   |  | 89.9 |   |  | 80.3 |  



Clover.Clover
Unit 1 was off-line for 37 days for a scheduled maintenance outage during the nine months ended September 30, 2004. Clover Unit 1 was off-line for 20 days for a scheduled maintenance outages during the nine months ended September 30, 2003. Clover
Unit 2 was off-line for 18 days and 36 days for a scheduled maintenance outages during the three and nine months ended September 30, 2003, respectively.



North Anna.North Anna Unit 1 was off-line for 19 days for the three and nine months ended September 30, 2004, for a scheduled refueling outage and
was returned to service on October 6, 2004. North Anna Unit 1 was off-line for 54 days for a scheduled refueling, replacement of the reactor vessel head and an unscheduled outage during the nine months ended September 30, 2003, respectively. North
Anna Unit 2 was off-line for 28 days for a scheduled refueling outage during the nine months ended September 30, 2004.



Combustion turbine facilities.During the third quarter of 2004, the operational availability of our Louisa and Rock Springs combustion turbine
facilities was 94.9% and 99.9%, respectively. During the first nine months of 2004, the operational availability of our Louisa and Rock Springs combustion turbine facilities was 95.9% and 96.0%, respectively. On September 15, 2004, our Marsh Run
combustion turbine facility became commercially operable.



The
components of our operating expenses for the three and nine months ended September 30, 2004 and 2003, were as follows:



|                                                  |  |                                 |         |                                |      |   |         |  |   |         |   |  |   |         |  
|------------------------------------------------- |  | ------------------------------- | ------- | ------------------------------ | ---- | - | ------- |  | - | ------- | - |  | - | ------- | -
|                                                  |  | Three Months EndedSeptember 30, |         | Nine Months EndedSeptember 30, |     
|                                                  |  | 2004                            |         |                                | 2003 |   | 2004    |  |   | 2003    |  
|                                                  |  | (in thousands)                  |         | (in thousands)                 |     
|Fuel                                              |  | $                               | 25,700  |                                |      | $ | 27,318  |  | $ | 67,300  |   |  | $ | 56,473  |  
|Purchased power                                   |  |                                 | 84,502  |                                |      |   | 59,819  |  |   | 232,038 |   |  |   | 243,064 |  
|Deferred energy                                   |  |                                 | (7,360  | )                              |      |   | 5,766   |  |   | (14,797 | ) |  |   | (3,822  | )
|Operations and maintenance                        |  |                                 | 10,509  |                                |      |   | 7,608   |  |   | 31,230  |   |  |   | 33,040  |  
|Administrative and general                        |  |                                 | 6,425   |                                |      |   | 6,946   |  |   | 20,994  |   |  |   | 18,813  |  
|Depreciation, amortization and decommissioning    |  |                                 | 7,817   |                                |      |   | 8,304   |  |   | 22,485  |   |  |   | 19,129  |  
|Amortization of regulatory asset/(liability), net |  |                                 | 1,577   |                                |      |   | 1,733   |  |   | 5,863   |   |  |   | (844    | )
|Taxes, other than income taxes                    |  |                                 | 1,390   |                                |      |   | 1,057   |  |   | 3,809   |   |  |   | 2,720   |  
|Accretion                                         |  |                                 | 558     |                                |      |   | 511     |  |   | 1,664   |   |  |   | 1,557   |  
|                                                  |  |                                 |         |                                |      |   |         |  |   |         |   |  |   |         |  
|Total Operating Expenses                          |  | $                               | 131,118 |                                |      | $ | 119,062 |  | $ | 370,586 |   |  | $ | 370,130 |  
|                                                  |  |                                 |         |                                |      |   |         |  |   |         |   |  |   |         |  



Aggregate operating
expenses increased $12.1 million, or 10.1%, for the three months ended September 30, 2004, as compared to the same period in 2003, primarily due to increases in purchased power expense and operations and maintenance expense offset by a change in
deferred energy.



Purchased power expense increased $24.7
million, or 41.3%, for the three months ended September 30, 2004, as compared to the same period in 2003, due to an increased need for purchased power caused by higher energy sales, the need to replace energy not available from North Anna due to its
scheduled refueling outage and the fact that it was more economical to purchase power than to run our combustion turbine facilities. In addition, the average cost of purchased power for the three months ended September 30, 2004, increased 6.4%, as
compared to the same period in 2003.



Deferred energy expense
changed $13.1 million, or 227.6%, for the three months ended September 30, 2004, as compared to the same period of 2003. During the third quarter of 2004, we under-collected $7.4 million in energy costs versus the third quarter of 2003 when we had
over-collected $5.8 million in energy costs. At September 30, 2004, we had an under-collected deferred energy balance of $1.2 million.



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Operations and maintenance expense increased $2.9 million or 38.1%, for the three months ended September
30, 2004, as compared to the same period in 2003, primarily due to increased operation and maintenance costs at North Anna related to the scheduled refueling outage. Operations and maintenance costs incurred for our Louisa and Rock Springs
combustion turbine facilities, which became commercially operable in June 2003, increased slightly.



Aggregate operating expenses remained relatively flat for the nine months ended September 30, 2004, as compared to the same period in 2003 as a result of
the net impact of increases in fuel expense, decreases in purchased power expense and changes in deferred energy and amortization of regulatory asset (liability), net.



Fuel expense increased $10.8 million, or 19.2%, for the nine months ended September 30, 2004, as compared to the same period
in 2003 due to the increase in the cost of coal for Clover, the increased operation of North Anna during 2004 as compared to 2003, and the increased operation of our Louisa and Rock Springs combustion turbine facilities, which are fueled by natural
gas and fuel oil. Louisa and Rock Springs began commercial operations June of 2003.



Purchased power expense decreased $11.0 million, or 4.5%, for the nine months ended September 30, 2004, as compared to the same period in 2003. North Anna operated more in 2004 as compared to 2003 when the units were
off-line for repairs. In addition, the average cost of purchased power for the nine months ended September 30, 2004, decreased 5.9% as compared to the same period in 2003, thereby reducing purchased power expense.



Deferred energy expense changed $11.0 million, or 287.2%, for the nine months
ended September 30, 2004, as compared to the same period in 2003. During the nine months ended September 30, 2004, we under-collected $15.0 million in energy costs as compared to the same period in 2003, when we had under-collected $3.8 million in
energy costs. At September 30, 2004, we had an under-collected deferred energy balance of $1.2 million.



Amortization of regulatory asset/(liability), net changed $6.7 million, or 794.7% primarily due to the $5.6 million revenue deferral recognized in 2003,
which had been established in 2002. There was no such transaction in 2004.



Other Items



Other
Income/(Expense), net. The major components of our other income/(expense), net for the three and nine months ended September 30, 2004 and 2003, were as follows:



|                                  |  |                                 |    |   |                                |   |     |      |  |   |      |   |  |   |      |  
|--------------------------------- |  | ------------------------------- | -- | - | ------------------------------ | - | --- | ---- |  | - | ---- | - |  | - | ---- | -
|                                  |  | Three Months EndedSeptember 30, |    |   | Nine Months EndedSeptember 30, |  
|                                  |  | 2004                            |    |   | 2003                           |   |     | 2004 |  |   | 2003 |  
|                                  |  | (in thousands)                  |    |   | (in thousands)                 |  
|Other                             |  | $                               | 24 |   |                                | $ | 189 |      |  | $ | 106  |   |  | $ | 118  |  
|Donations                         |  |                                 | (9 | ) |                                |   | (17 | )    |  |   | (59  | ) |  |   | (200 | )
|                                  |  |                                 |    |   |                                |   |     |      |  |   |      |   |  |   |      |  
|Total Other Income/(Expense), net |  | $                               | 15 |   |                                | $ | 172 |      |  | $ | 47   |   |  | $ | (82  | )
|                                  |  |                                 |    |   |                                |   |     |      |  |   |      |   |  |   |      |  



Other
income/(expense), net increased for the three and nine months ended September 30, 2004, as compared to the same periods in 2003 due to our donation of transmission assets to one of our member distribution cooperatives in 2003. There was no such
transaction in 2004.



Investment Income.Investment income decreased by $0.2 million or 42.2% for the three months ended September 30, 2004, as compared to the same period in 2003. Investment income increased by $0.3 million, or 14.8%, for the first nine months of 2004 as compared to
the same period in 2003 primarily due to an increase in the investment income on the decommissioning fund in 2004 as compared to 2003.



Interest Charges, net. The primary factors affecting our interest expense are scheduled payments of principal on our indebtedness, issuance
of new indebtedness and capitalized interest.



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The major components of interest charges, net for the three and nine months ended September 30, 2004 and
2003, were as follows:



|                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|----------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                      |  | Three Months EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|                                                      |  | 2004                            |         |   | 2003                           |   |         | 2004 |  |   | 2003    |  
|                                                      |  | (in thousands)                  |         |   | (in thousands)                 |  
|Interest expense on long-term debt                    |  | $                               | (14,148 | ) |                                | $ | (15,508 | )    |  | $ | (42,153 | ) |  | $ | (41,364 | )
|Other                                                 |  |                                 | 99      |   |                                |   | (827    | )    |  |   | (1,658  | ) |  |   | (2,393  | )
|                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Total Interest Charges                                |  |                                 | (14,049 | ) |                                |   | (16,335 | )    |  |   | (43,811 | ) |  |   | (43,757 | )
|Allowance for borrowed funds used during construction |  |                                 | 2,532   |   |                                |   | 1,925   |      |  |   | 8,111   |   |  |   | 11,902  |  
|                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Interest Charges, net                                 |  | $                               | (11,517 | ) |                                | $ | (14,410 | )    |  | $ | (35,700 | ) |  | $ | (31,855 | )
|                                                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  



Interest charges, net
decreased by $2.9 million, or 20.1%, for the three months ended September 30, 2004, as compared to the same period in 2003, primarily due to our reduction in long-term debt outstanding between the periods and an increase in capitalized interest
associated with our Marsh Run facility. Interest charges, net increased by $3.8 million, or 12.1%, for the nine months ended September 30, 2004, as compared to the same periods in 2003, primarily due to a decrease in the amount of capitalized
interest relating to the development and construction of our three combustion turbine facilities. We ceased capitalizing interest on the Rock Springs and Louisa facilities in June 2003 when the facilities became commercially operable. We ceased
capitalizing interest on our Marsh Run facility in September 2004 when the facility became commercially operable. Capitalized interest is computed monthly using an interest rate, which reflects our embedded cost of indebtedness, multiplied by our
investment in projects under construction.



Net
Margin.Our net margin, which is a function of our interest charges, decreased by $0.5 million, or 14.0%, for the three months ended September 30, 2004, as compared to the same period in 2003, due to the $2.3 million reduction in our
total interest charges for the third quarter of 2004. Our net margin remained flat for the nine months ended September 30, 2004, as compared to the same period in 2003, as there was no material change in total interest charges.



Financial Condition



The principal changes in our financial condition from December 31, 2003 to September 30, 2004, were caused by decreases in
construction work in progress, investments  other, accounts payable, accrued expenses, and a change in deferred energy and increases in electric plant in-service and accounts payable  members. Construction work in progress decreased
$147.5 million, or 91.3%, from December 31, 2003 to September 30, 2004 due to the reclassification of costs to electric plant in-service for our Marsh Run combustion turbine facility which became commercially operable on September 15, 2004.
Investments  other declined $43.7 million, or 75.8%, from December 31, 2003 to September 30, 2004, due to the utilization of investments during the first nine months of the year to fund development and construction of the Marsh Run facility
and to pay Public Service Electric & Gas Company (PSE&G) $33.1 million in full settlement of our legal disputes with PSE&G. Accounts payable decreased $27.4 million, or 41.0%, from December 31, 2003 to September 30, 2004, due
to timing differences on invoices associated with purchased power and operation and construction of our generating facilities. Accrued expenses decreased $14.9 million, or 40.8%, primarily as a result of the PSE&G settlement payment. Our
deferred energy balance represents the net under- or over-collection of energy costs as of the end of the reporting period. These amounts are recovered from or refunded to our member distribution cooperatives in subsequent periods. The deferred
energy balance changed from a $13.6 million liability (over-collection of costs) at December 31, 2003, to a $1.2 million asset (under-collection of costs) at September 30, 2004. Electric plant in-service increased $169.4 million, or 18.5%, primarily
due to the reclassification of costs from construction work in progress related to our Marsh Run facility. Accounts payable  members increased $16.1 million, or 33.6%, from December 31, 2003 to September 30, 2004, as a result of an increase in
the amount of power bill prepayments that we received from our member distribution cooperatives and an increase in the amounts owed to our member distribution cooperatives under our Margin Stabilization Plan.



Liquidity and Capital Resources



Operations. Historically, our operating cash flows have been
sufficient to meet our short- and long-term capital expenditures related to our existing generating facilities, our debt service requirements, and our ordinary business operations. Operating activities were impacted primarily by changes in the first
nine months of 2004 in current liabilities, deferred energy, and the change in regulatory assets and liabilities. Our cash needs exceeded our cash flows from operating activities by $0.7 million during the first nine months of 2004. Our operating
activities provided cash flow of $12.2 million during the first nine months of 2003.



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Financing Activities.In addition to liquidity from our operating activities, we maintain
committed lines of credit to cover short-term funding needs. As of September 30, 2004, we had short-term committed variable rate lines of credit in an aggregate amount of $230.0 million. Of this amount, $180.0 million was available for general
working capital purposes and $50.0 million was available for capital expenditures related to our generating facilities, including the development and construction of our combustion turbine facilities. Additionally, we have a $50.0 million three-year
revolving credit facility.



At September 30, 2004 and 2003, we
had no short-term borrowings or letters of credit outstanding under any of these arrangements. We expect the working capital lines of credit to be renewed as they expire. We expect the construction-related line of credit to be renewed until no
longer necessary for the development and construction of the combustion turbine facilities.



To fully participate in power-related markets, TEC must maintain credit support sufficient to meet delivery and payment obligations associated with power and natural gas trades. To assist TEC in providing this credit
support, we have agreed to guarantee a maximum of $60.0 million of TECs delivery and payment obligations associated with its power and natural gas trades. At September 30, 2004, we had issued guaranties for up to $28.4 million of TECs
obligations and $1.4 million of such obligations were outstanding. As of December 31, 2003, we had issued guaranties for up to $9.5 million of TECs obligations and $1.6 million of such obligations were outstanding.



Investing Activities.Investing activities in the first nine
months of 2004 consisted primarily of expenditures for our Marsh Run combustion turbine facility and the liquidation of investments to fund these expenditures as well as the liquidation of investments to pay the PSE&G settlement in August 2004.



Proposed Restructuring



On July 26, 2004, we entered into a reorganization agreement with our twelve
member distribution cooperatives, TEC and a newly formed power supply cooperative, New Dominion Energy Cooperative (New Dominion). The reorganization agreement provides that our member distribution cooperatives will exchange their
membership interests and equity in us for membership interests and equal equity in New Dominion. As a result, New Dominion will become our sole member following the reorganization. The reorganization will not affect the ownership of any of our
tangible assets, including our interest in any of our generating facilities. Under the reorganization agreement, we will continue to be responsible for all of our existing indebtedness, but New Dominion will guarantee all of our outstanding
obligations under our indenture at the time of the reorganization. See Potential Restructuring in Item 1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2003, for additional information relating to the proposed
reorganization.



Several conditions must be satisfied before
the reorganization will occur, including conditions relating to obtaining all necessary regulatory approvals and protecting our credit profile following the reorganization. Old Dominion may terminate the reorganization agreement if the conditions to
the reorganization have not been satisfied or waived by December 31, 2004. Satisfaction of several conditions remains outside of our control. If the conditions to the reorganization are not satisfied by December 31, 2004, we currently anticipate
that we and our members would continue to pursue satisfaction of these conditions in order to consummate the reorganization.



Recent Developments



On October 12, 2004, our Board of Directors approved an increase to the fuel factor adjustment rate, resulting in an increase to our total energy
rate of approximately 6.3% effective October 1, 2004. This increase was implemented due to anticipated continued rising energy costs for the remainder of 2004 and into 2005.



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OLD DOMINION ELECTRIC COOPERATIVE



ITEM 3. QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK



No material changes occurred in our exposure to market risk during the third
quarter of 2004.



ITEM 4. CONTROLS AND PROCEDURES



Our management, including the President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures. Based upon that evaluation,
the President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, concluded that our disclosure controls and procedures are effective in ensuring that all material information required to be filed in this report has
been made known to them in a timely matter. We have established a Disclosure Assessment Committee comprised of members from senior and middle management to assist in this evaluation. There have been no significant changes in our internal controls
over financial reporting or in other factors that could significantly affect such controls during the past fiscal quarter.



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##### Table of Contents

OLD DOMINION ELECTRIC COOPERATIVE



PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



We
entered into a contract (the EPC Contract) with Ragnar Benson, Inc. (RBI) for engineering, procurement and construction services relating to the construction of our Marsh Run combustion turbine facility. The facility became
available for commercial operation on September 15, 2004. RBI has asserted entitlement to additional compensation under the EPC Contract as a result of weather, permitting and subsurface conditions. We have reviewed the asserted claims of RBI and
believe they are without merit. To date, we have paid when due all invoices submitted to us for payment by RBI in accordance with the terms and conditions of the EPC Contract.



No material developments have occurred in our legal proceedings with Norfolk Southern since the filing of our Annual Report
on Form 10-K for the fiscal year ended December 31, 2003, and the Quarterly Reports on Form 10-Q in 2004. Other than legal proceedings arising out of the ordinary course of business, which management believes will not have a material adverse impact
on our results of operations or financial condition, there is no other litigation pending or threatened against us.



ITEM 6. EXHIBITS



|     |  |                                                                                                                                                                                   
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Bylaws of Old Dominion Electric Cooperative Amended and Restated                                                                                                                  
|     | 
|10.1 |  | Operating and Power Sales Agreement among Virginia Electric and Power Company, New Dominion Energy Cooperative and Old Dominion Electric Cooperative, dated as of October 12,
2004
|     | 
|31.1 |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)                                                                                                           
|     | 
|31.2 |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)                                                                                                           
|     | 
|32.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. § 1350                                                                                                         
|     | 
|32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350                                                                                                         



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##### Table of Contents

SIGNATURE



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



|      |  |                   |  |                                                  
|----- |  | ----------------- |  | -------------------------------------------------
|      |  |                   |  | OLD DOMINION ELECTRIC COOPERATIVE                
|      |  |                   |  | Registrant                                       
|      |  |                  
|Date: |  | November 15, 2004 |  | /s/ Daniel M. Walker                             
|      |  |                   |  | Daniel M. Walker                                 
|      |  |                   |  | Senior Vice President and Chief Financial Officer
|      |  |                   |  | (Principal Financial and Accounting Officer)     



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                    
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                                                                                             
|3.1           |  | Bylaws of Old Dominion Electric Cooperative Amended and Restated                                                                                                                   
|              | 
|10.1          |  | Operating and Power Sales Agreement among Virginia Electric and Power Company, New Dominion Energy Cooperative and Old Dominion Electric Cooperative, dated as of October 12,
2004.
|              | 
|31.1          |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)                                                                                                            
|              | 
|31.2          |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)                                                                                                            
|              | 
|32.1          |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. § 1350                                                                                                          
|              | 
|32.2          |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350                                                                                                          



20