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

                                   FORM 10-Q

(Mark One)

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

               For the quarterly period ended September 30, 1998

                                      or

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

            For the transition period from            to

                        Commission file number 33-46795

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


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


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

                                  ----------

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

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

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

<PAGE>

                       OLD DOMINION ELECTRIC COOPERATIVE

                                     INDEX


                                                                          Page
                                                                         Number



PART I.  Financial Information


Item 1.  Financial Statements

           Consolidated Balance Sheets - September 30, 1998 (Unaudited)
             and December 31, 1997                                           3

           Consolidated Statements of Revenues, Expenses and
             Patronage Capital (Unaudited) - Three and Nine Months Ended
             September 30, 1998 and 1997                                     5

           Consolidated Statements of Comprehensive Income (Unaudited) -
             Three and Nine Months Ended September 30, 1998 and 1997         6

           Consolidated Statements of Cash Flows (Unaudited) - Nine
             Months Ended September 30, 1998 and 1997                        7

           Notes to Consolidated Financial Statements                        8



Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations                    10


PART II.  Other Information


Item 1.  Legal Proceedings                                                  17

Item 6.  Exhibits and Reports on Form 8-K                                   17

Signature                                                                   18


Exhibit Index                                                               19



<PAGE>



                              OLD DOMINION ELECTRIC COOPERATIVE
                                PART I. FINANCIAL INFORMATION

                                 ITEM I. FINANCIAL STATEMENTS
                                 CONSOLIDATED BALANCE SHEETS
                                        (in thousands)
<TABLE>
<CAPTION>

                                                                  September 30,   December 31,
                                                                      1998            1997
                                                                  -------------   -------------
                                                                   (unaudited)              (*)
<S>                                                              <C>                 <C>
ASSETS:
Electric Plant:
  In service                                                         $ 885,446       $ 885,670
  Less accumulated depreciation                                       (134,338)       (116,409)
                                                                  -------------   -------------
                                                                       751,108         769,261
  Nuclear fuel, at amortized cost                                        2,345           6,401
  Plant acquisition adjustment, at amortized cost                        5,680          22,721
  Construction work in progress                                         19,702          12,701
                                                                  -------------   -------------
     Net Utility Plant                                                 778,835         811,084
                                                                  -------------   -------------
Decommissioning Fund                                                    46,421          44,162
Other Investments and Funds                                             34,234          24,539
Restricted Investments and Funds                                       118,346         116,080
Current Assets:
  Cash and cash equivalents                                            121,266          61,740
  Receivables, net of allowance of $6.0 million
      in 1998 and 1997                                                  33,039          34,582
  Fuel stock                                                             4,935           4,254
  Materials and supplies, at average cost                                5,501           5,362
  Prepayments                                                            1,980           1,439
  Deferred energy                                                        2,531               -
                                                                  -------------   -------------
     Total Current Assets                                              169,252         107,377
                                                                  -------------   -------------
Deferred Charges                                                        13,484          14,058
Other Assets                                                            12,231          12,612
                                                                  -------------   -------------
     Total Assets                                                  $ 1,172,803     $ 1,129,912
                                                                  =============   =============
</TABLE>

<PAGE>

                              OLD DOMINION ELECTRIC COOPERATIVE

                                 CONSOLIDATED BALANCE SHEETS
                                        (in thousands)
<TABLE>
<CAPTION>

                                                                   September 30,   December 31,
                                                                      1998            1997
                                                                  -------------   -------------
                                                                   (unaudited)              (*)
<S>                                                                 <C>              <C>

CAPITALIZATION AND LIABILITIES:
Capitalization:
  Patronage capital                                                  $ 202,314       $ 197,552
  Accumulated other comprehensive income                                 1,228               -
  Long-term debt                                                       608,653         605,878
                                                                  -------------   -------------
     Total Capitalization                                              812,195         803,430
                                                                  -------------   -------------
Current Liabilities:
  Long-term debt due within one year                                    28,460          30,116
  Accounts payable                                                      38,059          31,732
  Accounts payable - Member deposits                                    44,679          26,118
  Deferred energy                                                            -           3,960
  Accrued interest                                                      16,155           4,111
  Accrued taxes                                                          2,178             263
  Other                                                                  2,676           4,151
                                                                  -------------   -------------
     Total Current Liabilities                                         132,207         100,451
                                                                   -------------   -------------
Decommissioning Reserve                                                 46,421          44,162
Deferred Credits                                                        59,715          61,782
Obligations under Long-Term Leases                                     121,517         119,343
Other Liabilities                                                          748             744
Commitments and Contingencies
                                                                  -------------   -------------
     Total Capitalization and Liabilities                          $ 1,172,803     $ 1,129,912
                                                                  =============   =============
</TABLE>


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

   (*)     The Consolidated Balance Sheet at December 31, 1997, has been taken
           from the audited financial statements at that date, but does not
           include all disclosures required by generally accepted accounting
           principles.


<PAGE>

                              OLD DOMINION ELECTRIC COOPERATIVE

                             CONSOLIDATED STATEMENTS OF REVENUES,
                          EXPENSES AND PATRONAGE CAPITAL (UNAUDITED)
                                        (in thousands)
<TABLE>
<CAPTION>

                                     Three Months Ended                Nine Months Ended
                                       September 30,                     September 30,
                               -------------------------------    -----------------------------
                                   1998             1997              1998            1997
                               -------------    --------------    -------------   -------------
<S>                                <C>                 <C>            <C>            <C>
Operating Revenues:
  Sales to members                $ 100,612          $ 93,620        $ 268,386       $ 262,311
  Sales to non-members                  472                80              925             382
                               -------------    --------------    -------------   -------------
                                    101,084            93,700          269,311         262,693
                               -------------    --------------    -------------   -------------

Operating Expenses:
  Operation-
    Fuel                             12,687            10,956           33,849          29,321
    Purchased power                  48,457            47,791          116,790         127,094
    Other                             6,413             5,650           18,368          16,662
                               -------------    --------------    -------------   -------------
                                     67,557            64,397          169,007         173,077
  Maintenance                         1,841             1,534            5,585           5,821
  Administrative and general          3,535             3,987           11,312          12,113
  Depreciation and amortization      12,163             6,763           36,355          20,319
  Amortization of lease gains          (689)             (689)          (2,067)         (2,067)
  Decommissioning cost                  171               171              511             511
  Taxes other than income taxes       1,952             1,829            5,669           5,424
                               -------------    --------------    -------------   -------------
       Total Operating Expenses      86,530            77,992          226,372         215,198
                               -------------    --------------    -------------   -------------
Operating Margin                     14,554            15,708           42,939          47,495
                               -------------    --------------    -------------   -------------

Other (Expense)/Income, net              42              (109)             624            (143)
                               -------------    --------------    -------------   -------------

Investment Income:
  Interest                            1,101               661            3,199           2,308
  Other                                  40                 6              194             102
                               -------------    --------------    -------------   -------------
       Total Investment Income        1,141               667            3,393           2,410
                               -------------    --------------    -------------   -------------

Interest Charges:
  Interest on long-term debt, net    13,072            13,559           39,064          41,542
  Other                                 129                82              329             167
  Allowance for borrowed funds
   used during construction            (106)             (103)            (315)           (289)
                               -------------    --------------    -------------   -------------
       Net Interest Charges          13,095            13,538           39,078          41,420
                               -------------    --------------    -------------   -------------
Net Margin                            2,642             2,728            7,878           8,342
Patronage Capital-beginning of
 period                             199,672           190,367          197,552         184,753
Payment of Capital Credits                -                 -           (3,116)              -
                               -------------    --------------    -------------   -------------
Patronage Capital-end of period   $ 202,314         $ 193,095        $ 202,314       $ 193,095
                               =============    ==============    =============   =============
</TABLE>



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


<PAGE>

<TABLE>
<CAPTION>

                                          OLD DOMINION ELECTRIC COOPERATIVE

                                   STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
                                                  (in thousands)
                                                    
                               Three Months Ended                 Nine Months Ended
                               September 30,                      September 30,
                               -------------------------------    -----------------------------
                                   1998             1997              1998            1997
                               -------------    --------------    -------------   -------------
<S>                                <C>                 <C>            <C>            <C>
Net Margin                          $ 2,642           $ 2,728          $ 7,878         $ 8,342
Other comprehensive income:
     Unrealized gains on
       investments                      751                 -            1,228               -
                               -------------    --------------    -------------   -------------
Comprehensive income                $ 3,393           $ 2,728          $ 9,106         $ 8,342
                               =============    ==============    =============   =============
</TABLE>


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

<PAGE>

                              OLD DOMINION ELECTRIC COOPERATIVE

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


                                                                       Nine Months Ended
                                                                         September 30,
                                                                   -----------------------------
                                                                      1998            1997
                                                                   -------------   -------------
<S>                                                                    <C>            <C>
Cash Provided By Operating Activities:
  Net margin                                                           $ 7,878         $ 8,342
  Adjustments to reconcile net margin to net cash
   provided by operating activities:
    Depreciation                                                        18,946          18,696
    Amortization                                                        23,873           8,531
    Decommissioning cost                                                   511             511
    Amortization of lease obligations                                    6,264           6,163
    Gain from lease transactions                                        (2,067)         (2,067)
    Change in Current Assets and Liabilities:
        Change in current assets                                        (2,349)          8,423
        Change in current liabilities                                   33,412          41,345
    Increase in deferred charges                                          (363)         (3,186)
    Decrease in other assets                                               241           3,653
    Increase (decrease) in other liabilities                                 4              (5)
                                                                  -------------   -------------
        Net Cash Provided By Operating Activities                       86,350          90,406
                                                                  -------------   -------------

Cash Used For Financing Activities:
  Obligations under long-term lease                                     (4,090)              -
  Payment of long-term debt, net                                          (581)        (31,713)
  Payment of capital credits                                            (3,116)              -
                                                                  -------------   -------------
       Net Cash Used For Financing Activities                           (7,787)        (31,713)
                                                                  -------------   -------------

Cash (Used For) Provided By Investing Activities:
  Additions to electric plant                                           (7,686)        (21,506)
  Decommissioning fund deposits                                           (511)           (511)
  (Additions to) reduction of other investments and funds, net          (8,467)         29,974
  Additions to restricted investments and funds, net                   (2,266)         (6,136)
  Retirement work in progress                                             (107)             23
                                                                  -------------   -------------
       Net Cash (Used For) Provided By Investing Activities            (19,037)          1,844
                                                                  -------------   -------------
           Net Change in Cash and Cash Equivalents                      59,526          60,537
  Beginning of Period Cash and Cash Equivalents                         61,740          46,217
                                                                  -------------   -------------

  End of Period Cash and Cash Equivalents                            $ 121,266       $ 106,754
                                                                  =============   =============
</TABLE>


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


<PAGE>


                       OLD DOMINION ELECTRIC COOPERATIVE

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   In the opinion of the management of Old Dominion Electric Cooperative ("Old
     Dominion"), the accompanying unaudited consolidated financial statements
     contain all adjustments, which include only normal recurring adjustments,
     necessary for a fair statement of Old Dominion's consolidated financial
     position as of September 30, 1998, its consolidated results of operations
     and its comprehensive income for the three and nine months ended September
     30, 1998 and 1997, and its consolidated cash flows for the nine months
     ended September 30, 1998 and 1997. The consolidated results of operations
     for the nine months ended September 30, 1998, are not necessarily
     indicative of the results to be expected for the entire year. These
     financial statements should be read in conjunction with the financial
     statements and notes thereto included in Old Dominion's 1997 Annual Report
     on Form 10-K filed with the Securities and Exchange Commission.

2.   In October 1998, Virginia State Senator Jackson E. Reasor accepted an offer
     to become president and chief executive officer of Old Dominion. Mr. Reasor
     will resign his Senate seat and will begin his new duties by November 30,
     1998. He replaces Charles R. Rice, Jr., current vice-chairman of Old
     Dominion's board, who has served as acting president and chief executive
     officer since April 1998, when Ronald W. Watkins and Old Dominion's Board
     of Directors decided not to renew Mr. Watkins' employment contract, which
     expired April 1, 1998. Mr. Watkins had been president and chief executive
     officer of Old Dominion since April 1, 1995.

3.   In 1995, Old Dominion and 10 of its 12 member distribution systems
     established an affiliate, CSC Services, Inc. ("CSC"), to explore
     alternative business opportunities on behalf of the cooperatives. During
     1996, CSC invested in an approximate one-half interest in Seacoast Power
     LLC, whose wholly owned subsidiary, Seacoast, Inc. ("Seacoast"), executed a
     six-month power sales contract with INECEL, the state-owned electric
     utility in Ecuador. Because of contract disputes, INECEL did not pay
     invoices rendered by Seacoast for energy made available under the terms of
     the power sales contract. Accordingly, in July 1996, Seacoast filed a $26.0
     million lawsuit in Ecuador against INECEL seeking to recover approximately
     $16.3 million in amounts owed under the power sales contract, plus damages
     and fees. A trial date has not been set. In 1997, CSC and the other
     participants in Seacoast Power LLC sold their interests in the venture. In
     August 1998, CSC signed an agreement in principle to sell its interest in
     the lawsuit against INECEL to the other participants in Seacoast Power LLC.

4.   On May 24, 1996, a default judgment of approximately $27.0 million was
     rendered against Seacoast pursuant to a claim filed in the District Court
     of Travis County, Texas, by an entity seeking damages for breach of an oral
     contract by the former owners of Seacoast. On January 29, 1998, the Texas
     Court of Appeals issued an order affirming the default judgment against
     Seacoast but reversing and remanding the award of damages as factually
     unsupported. On March 18, 1998, Seacoast filed an appeal challenging the
     refusal by the Texas Court of Appeals to set aside the default judgment.
     That appeal is pending. In a separate proceeding, on May 5, 1997, Seacoast
     filed a bill of review in the District Court of Travis County, Texas,
     collaterally attacking the default judgment. That action is also pending.

5.   On February 27, 1997, Southside Electric Cooperative ("Southside"), one of
     two member distribution systems that did not participate in forming CSC,
     raised a question as to whether the loss, with respect to Old Dominion's
     interest in Seacoast, should be borne totally by Old Dominion, thus
     resulting in a greater financial burden on Southside. Southside asserts
     that its share of the loss should be limited to a pro rata share of Old
     Dominion's 30% common equity participation in CSC, which may be less than
     their proportionate share as an Old Dominion Member. On October 16, 1997,
     the Board of Directors of Southside passed a resolution outlining various
     issues of concern with Old Dominion. Management believes these issues will
     be resolved over time and without a material impact on Old Dominion's
     financial position.

<PAGE>
6.   On October 14, 1997, Old Dominion's Board of Directors approved a
     resolution adopting certain strategic objectives designed to mitigate the
     effects of the transition to a competitive electric market (the "Strategic
     Plan Initiative"). Management is currently evaluating various alternatives
     as Old Dominion prepares for transition to competition. The Strategic Plan
     Initiative could result in an alternate treatment of Old Dominion's excess
     margins, which are currently returned to Members through the Margin
     Stabilization Plan. Northern Virginia Electric Cooperative ("NOVEC"),
     Rappahannock Electric Cooperative ("REC"), and Southside have voiced
     concerns about the level and timing of cost recovery as contemplated by the
     Strategic Plan Initiative. Further, NOVEC and REC have expressed concerns
     about the Strategic Plan Initiative regarding: (1) the all-requirements
     nature of the Wholesale Power Contracts that they have with Old Dominion,
     and (2) whether Old Dominion has the right under the Wholesale Power
     Contracts to "over-collect" monies from its Members for future debt
     retirement or for payment of future costs. To address these concerns, Old
     Dominion is working on several initiatives to resolve several Members
     concerns, including those raised by REC and NOVEC, regarding the transition
     to a competitive environment.

7.   In accordance with Statement of Financial Accounting Standards No. 130,
     "Reporting Comprehensive Income," Old Dominion has included a Statement of
     Comprehensive Income in its consolidated financial statements for the
     quarter ended September 30, 1998.

<PAGE>




                       OLD DOMINION ELECTRIC COOPERATIVE

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



The Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements, as defined by the Private
Securities Litigation Act of 1995, with respect to matters that could have an
impact on future operations of Old Dominion. These statements are based on
expectations and estimates of management and are not guarantees of future
performance. Actual results may differ materially from those expressed in the
forward-looking statements.


Results of Operations


   Operating Revenues. Old Dominion's operating revenues are derived from power
sales to its Members and to non-members. Revenues from sales to Members are a
function of the requirement for power by the Members' consumers and Old
Dominion's cost of service in meeting that requirement. The major factors
affecting Members' consumers' demand for power are the growth in the number of
consumers and seasonal weather fluctuations.

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

                                           Three Months      Nine Months
                                                Ended            Ended
                                           September 30,    September 30,
                                           1998 vs 1997     1998 vs 1997
                                           ------------     ------------
                                                    (in thousands)
           Sales to Members:
              Power sales volume            $ 7,701          $ 8,308
              Blended rates                  (3,236)          (5,534)
              Fuel adjustment revenues          535           (2,088)
              Margin stabilization plan
               adjustment                     1,992            5,389
           Sales to Non-members                392              543
                                            -------          -------
                                            $ 7,384          $ 6,618
                                            =======          ========

   Warmer weather during the third quarter of 1998 resulted in an increase in
demand sales, which was offset by a 4% reduction in the demand rate effective
April 1, 1998. The net result for the quarter was a marginal increase in demand
revenues as compared to the same period in 1997. Energy revenues increased 11.9%
because of the warm weather. Demand sales for the three months ended September
30, 1998 and 1997, were 4,404 MW and 4,204 MW, respectively. Energy sales for
the three months ended September 30, 1998 and 1997, were 2,287,399 MWh and
2,043,371 MWh, respectively.

   A warm winter in the first quarter combined with a 4% reduction in the demand
rate resulted in a decrease in demand revenues in 1998. However, the decrease
was offset by an increase in demand revenues due to the warmer weather during
the second and third quarters of 1998. The net result was a 1.3% decrease in
demand revenues. Energy revenues increased 5.2% as compared to 1997. Demand
sales for the nine-month periods ended September 30, 1998 and 1997, were 11,631
MW and 11,421 MW, respectively. Energy sales for the nine-month periods ended
September 30, 1998 and 1997, were 5,948,737 MWh and 5,680,258 MWh, respectively.

   Weather affects customer demand for electricity. Hot summers and cold winters
increase demand while mild weather reduces demand. The weather's effect is
measured using degree days. A degree day is the difference between the average
daily temperature and a baseline temperature of 65 degrees. Cooling degree days
result when the average daily temperature is above 65 degrees; heating degree
days result when the average daily temperature is below 65 degrees.

   Heating and cooling degree days for the three and nine month periods ended
September 30, 1998 and 1997, were as follows:

                               Three Months Ended          Nine Months Ended
                               ------------------          -----------------
                                   September 30,             September 30,
                                   -------------             -------------
                             1998    1997   Normal      1998     1997     Normal
                           -------- ------ --------    ------- ---------  ------

   Cooling degree days     1,108     953     1,081      1,570    1,266    1,549
   Percentage change compared
     to prior year          16.3%   (4.8)%               24.3%   (13.0)%
   Heating degree days         6      11        22      2,034    2,347    2,345
   Percentage change compared
     to prior year         (45.5)% (31.3)%              (13.3)%   (6.7)%


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

   When one or more units of either North Anna or Clover are off-line, Old
Dominion must purchase replacement power that can be more costly. Any change in
the amount of Old Dominion's energy output from North Anna or Clover displaces
or is replaced by higher cost supplemental energy purchases from Virginia
Electric and Power Company ("Virginia Power"). As a result, Old Dominion's
operating expenses, and therefore its rates to the Members, are significantly
impacted by the operations of North Anna and Clover.

   North Anna and Clover capacity factors for the three and nine month periods
ended September 30, 1998 and 1997, were as follows:

                          North Anna                      Clover
                    Three          Nine            Three          Nine
                Months Ended   Months Ended    Months Ended   Months Ended
               September 30,   September 30,   September 30,  September 30
               -------------   -------------   -------------  ------------
               1998   1997     1998   1997      1998   1997    1998  1997
              ------ ------   ------ ------   --------------- -------------
   Unit 1       76.9% 100.0%    92.2% 88.3%      87.6% 55.4%    85.8% 67.2%
   Unit 2       97.9   99.6     86.9 100.2       87.8  81.7     67.3  55.8
   Combined     87.4   99.8     89.6  94.3       87.7  68.6     76.6  61.5

    North Anna Unit 1 was off-line 18 days during the first nine months of 1998
and 30 days during the first nine months of 1997 for scheduled maintenance and
refueling. Unit 2 was off-line 30 days for scheduled refueling during the nine
months ended September 30, 1998. Unit 2 was not off-line during the first nine
months of 1997.

    During the nine months ended September 30, 1998, Clover Unit 1 was off-line
five days for one scheduled outage and three unscheduled outages. Clover Unit 2
was off-line from February 28 through April 29, 1998, for the scheduled chimney
liner replacement and one day for unscheduled maintenance. During the nine month
period ended September 30, 1997, Clover Unit 1 was off-line 47 days for repairs
to the chimney's liner, three days for other unscheduled maintenance and five
days for scheduled maintenance. Also during the nine months ended September 30,
1997, Clover Unit 2 was off-line 11 days for a scheduled warranty inspection, 11
days for unscheduled maintenance and 75 days for repairs resulting from the
damage incurred on April 17, 1997, when the unit tripped off-line.

<PAGE>
    Old Dominion's energy supply for the three and nine month periods ended
September 30, 1998 and 1997, was as follows:
<TABLE>
<CAPTION>

                              Three Months Ended                    Nine Months Ended
                                 September 30,                          September 30,
                         ----------------------------------  ----------------------------------------
                          1998                 1997             1998                1997
                        -----------------------------------  ----------------------------------------
                            (MWh)             (MWh)            (MWh)              (MWh)
  <S>                      <C>        <C>      <C>    <C>    <C>         <C>     <C>   <C>
     North Anna            400,686     16.8%   457,738  21.5%  1,218,011   19.8%  1,282,063     21.8%
     Clover                853,962     35.9    667,508  31.3   2,189,679   35.5   1,756,830     29.9
     Purchased Power:
        Virginia Power     581,595     24.4    525,681  24.6   1,339,665   21.7   1,493,879     25.4
        Delmarva Power     279,945     11.8    157,443   7.4     516,705    8.4     403,227      6.8
        PSE&G Contract     186,896      7.8    276,585  13.0     723,669   11.7     804,755     13.7
        PPL/Conectiv        23,767      1.0       --     --       23,767    0.4         --       --
        Other               54,157      2.3     47,156   2.2     151,407    2.5     142,565      2.4
                         ---------    -----  --------- -----   ---------  -----   ---------    -----

          Total Available
            Energy       2,381,008    100.0% 2,132,111 100.0%  6,162,903  100.0%  5,883,319    100.0%
                         =========    =====  ========= =====   =========  =====   =========    =====
</TABLE>


    Increased production at Clover and warm weather were the primary factors
affecting operating expenses in the third quarter and first nine months of 1998.
Third quarter purchased power costs were virtually unchanged from the third
quarter of 1997 despite warmer temperatures due to an increase in generation at
Clover. Purchased power costs for the nine months ended September 30, 1998,
increased as compared to the same period in 1997 even though MWh purchases
decreased because there was an increase in the price of energy in the summer of
1998. Fuel and other operating costs increased in the third quarter and first
nine months of 1998, because of the increased production at Clover.

    Depreciation and amortization expense increased because of accelerated
amortization of the North Anna plant acquisition adjustment.

    Other income/(expense), net, increased because of a refund in 1998 of
administrative and general expenses related to 1996 and 1997 that resulted from
implementation of the new Interconnection and Operating Agreement with Virginia
Power.

    Investment income increased during the third quarter and first nine months
of 1998 as compared to 1997 due to higher investment balances.

    Interest on long-term debt decreased in 1998 as compared to the same period
in 1997 due to scheduled debt service and the purchase of $32.0 million of
outstanding debt in 1997.


Liquidity and Capital Resources


    Operating Activities. Operating activities are a primary source of cash for
Old Dominion. Net cash provided by operating activities decreased in 1998 as
compared to 1997, primarily because of changes between periods in non-cash
working capital accounts.

    Financing Activities. Financing activities resulted in a cash outflow of
$7.8 million as Old Dominion used its cash from operations for debt service and
the retirement of a portion of capital credits.

     Investing Activities. Investing activities, primarily additions to plant
and other investments and funds, resulted in a net cash outflow of $19.0
million.

<PAGE>

Other Matters

   In October 1998, Virginia State Senator Jackson E. Reasor accepted an offer
to become president and chief executive officer of Old Dominion. Mr. Reasor will
resign his Senate seat and will begin his new duties by November 30, 1998. He
replaces Charles R. Rice, Jr., current vice-chairman of Old Dominion's board,
who has served as acting president and chief executive officer since April 1998,
when Ronald W. Watkins and Old Dominion's Board of Directors decided not to
renew Mr. Watkins' employment contract, which expired April 1, 1998. Mr. Watkins
had been president and chief executive officer of Old Dominion since April 1,
1995.

   In 1995, Old Dominion and 10 of its 12 member distribution systems
established an affiliate, CSC Services, Inc. ("CSC"), to explore alternative
business opportunities on behalf of the cooperatives. During 1996, CSC invested
in an approximate one-half interest in Seacoast Power LLC, whose wholly owned
subsidiary, Seacoast, Inc. ("Seacoast"), executed a six-month power sales
contract with INECEL, the state-owned electric utility in Ecuador. Because of
contract disputes, INECEL did not pay invoices rendered by Seacoast for energy
made available under the terms of the power sales contract. Accordingly, in July
1996, Seacoast filed a $26.0 million lawsuit in Ecuador against INECEL seeking
to recover approximately $16.3 million in amounts owed under the power sales
contract, plus damages and fees. A trial date has not been set. In 1997, CSC and
the other participants in Seacoast Power LLC sold their interests in the
venture. In August 1998, CSC signed an agreement in principle to sell its
interest in the lawsuit against INECEL to the other participants in Seacoast
Power LLC.

   On May 24, 1996, a default judgment of approximately $27.0 million was
rendered against Seacoast pursuant to a claim filed in the District Court of
Travis County, Texas, by an entity seeking damages for breach of an oral
contract by the former owners of Seacoast. On January 29, 1998, the Texas Court
of Appeals issued an order affirming the default judgment against Seacoast but
reversing and remanding the award of damages as factually unsupported. On March
18, 1998, Seacoast filed an appeal challenging the refusal by the Texas Court of
Appeals to set aside the default judgment. That appeal is pending. In a separate
proceeding, on May 5, 1997, Seacoast filed a bill of review in the District
Court of Travis County, Texas, collaterally attacking the default judgment. That
action is also pending.

   On February 27, 1997, Southside Electric Cooperative ("Southside"), one of
two Member distribution systems that did not participate in forming CSC, raised
a question as to whether the loss, with respect to Old Dominion's interest in
Seacoast, should be borne totally by Old Dominion, thus resulting in a greater
financial burden on Southside. Southside asserts that its share of the loss
should be limited to a pro rata share of Old Dominion's 30% common equity
participation in CSC, which may be less than their proportionate share as an Old
Dominion Member. On October 16, 1997, the Board of Directors of Southside passed
a resolution outlining various issues of concern with Old Dominion. Management
believes these issues will be resolved over time and without a material impact
on Old Dominion's financial position.

   On October 14, 1997, Old Dominion's Board of Directors approved a resolution
adopting certain strategic objectives designed to mitigate the effects of the
transition to a competitive electric market (the "Strategic Plan Initiative").
Management is currently evaluating various alternatives as Old Dominion prepares
for transition to competition. The Strategic Plan Initiative could result in an
alternate treatment of Old Dominion's excess margins, which are currently
returned to Members through the Margin Stabilization Plan. Northern Virginia
Electric Cooperative ("NOVEC"), Rappahannock Electric Cooperative ("REC"), and
Southside have voiced concerns about the level and timing of cost recovery as
contemplated by the Strategic Plan Initiative. Further, NOVEC and REC have
expressed concerns about the Strategic Plan Initiative regarding: (1) the
all-requirements nature of the Wholesale Power Contracts that they have with Old
Dominion, and (2) whether Old Dominion has the right under the Wholesale Power
Contracts to "over-collect" monies from its Members for future debt retirement
or for payment of future costs. To address these concerns, Old Dominion is
working on several initiatives to resolve Members concerns, including those
raised by REC and NOVEC, regarding the transition to a competitive environment.

<PAGE>
Future Issues

Competition

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

   The 1998 session of the Virginia General Assembly passed two measures
affecting the course of electric industry restructuring in Virginia. The first,
H.B. 1172, indicates that the deregulation of generation and the transition to
retail competition will begin in 2002 and be completed by 2004. However, these
time lines are not self-enacting and future action by the General Assembly is
needed. Consequently, Senate Joint Resolution 91 ("SJR 91") was passed to
continue the study of electric industry restructuring in Virginia. The
subcommittee created pursuant to SJR 91 has established four task forces:
Stranded Costs and Related Issues, Consumer and Environmental Education,
Structure and Transition, and Taxes. These task forces will continue to meet to
determine what legislative changes, if any, are needed to facilitate
restructuring in the state.

   The Maryland General Assembly adjourned in April 1998 without taking action
on any electric industry restructuring proposal. Consequently, the order adopted
by the Maryland Public Service Commission ("Maryland Commission") in 1997
outlining both a time frame for restructuring and a process by which it will
occur is in effect. Requests for rehearing of the order have been filed and are
currently pending before the Maryland Commission. Six roundtable groups have
been meeting over the last several months addressing issues of competitive
metering and billing, continuation of demand-side management, universal service,
customer projections, consumer education, and supplier authorization. An interim
report to the Maryland Commission is due in November 1998 reporting on the
progress of each roundtable.

   The Maryland Senate Budget and Taxation Committee and the Maryland House
Committee on Ways and Means have begun meeting to discuss tax reform in Maryland
in preparation for retail competition. The first meeting was held on July 28,
1998, and there are several meetings scheduled throughout the remainder of the
year.

    A measure to provide customer choice was introduced in the Delaware General
Assembly during the most recent session, which recessed on June 30, 1998. While
the measure passed the House unanimously, the Senate did not consider it. The
primary opponent of this legislation was the Governor who expressed concern
about the impact of restructuring on residential customers. It is anticipated
that legislation will be introduced in Delaware in 1999.

Year 2000 Issue

   Certain computer hardware, computer software, and embedded technology used by
Old Dominion were not designed to recognize calendar years after 1999. Because
Old Dominion's operations rely upon computer technology and upon the systems of
others with whom it does business, the failure of Old Dominion, or those with
whom it does business, to become year 2000 compliant on a timely basis could
have a material adverse effect on Old Dominion's operations and its financial
condition.
<PAGE>
   Old Dominion's primary concerns are its ability to generate or obtain power
for its members; the ability of members to deliver power to their customers; the
ability of Old Dominion to bill its members for power received, and the ability
of Old Dominion to monitor loads. To address these and other concerns, Old
Dominion formalized an initiative, which included the appointment of a project
manager having overall responsibility for coordinating efforts in addressing its
year 2000 issues and implementing a three-phase approach for each of its
critical systems.

      Planning and assessment: This phase consists of identifying affected
      systems and software and developing a remediation or replacement plan.

      Implementation   and   Remediation:   This  phase   consists  of  system
      upgrade, replacement or other corrective action.

      Testing and documentation: This phase includes validation of corrective
      actions taken.

   In addition to its own internal assessment, Old Dominion contracted with a
technology services company to perform an assessment and analysis of its
information technology and non-information technology systems. The analysis
involved inventorying all systems and addressed computer hardware, computer
software, and embedded technology issues. In October 1998, the technology
services company completed its assessment and issued its initial report, which
contained its findings and recommendations. Additionally, Old Dominion completed
its assessment of its systems and will utilize the results of these assessments
to develop a detailed action plan for addressing the noted findings. The plan is
expected to be complete by the end of 1998.

   Old Dominion has identified its financial and engineering systems as those
which are critical to its operations and business. Old Dominion has determined
that its financial and engineering systems are year 2000 ready, except for the
billing system. Modification of the billing system is expected to be complete by
March 1999, with testing complete by September 1999.

   As operator of both the North Anna and Clover power stations, Virginia Power
is responsible for ensuring that the plants are year 2000 ready. North Anna is
expected to be year 2000 ready by October 31, 1999. Unit 2 is scheduled for a
regular maintenance and refueling outage in September 1999, and final
remediation work will be done during that outage. Virginia Power will have
extensive experience performing remediation at three nuclear units, including
North Anna Unit 1, prior to that time and, thus, feels confident that the work
on Unit 2 will be achieved quickly. Clover is expected to be year 2000 ready by
July 1999. Virginia Power does not have specific contingency plans for North
Anna and Clover and has not established a worst case scenario for either plant.

   As part of the year 2000 compliance process, Old Dominion must determine and
evaluate most reasonably likely worst case scenarios. Based on preliminary
evaluations, Old Dominion has identified the following as the most reasonably
likely worst case scenarios: temporary loss of a portion of generation capacity,
and third party power suppliers' failure to be year 2000 compliant. Based on
information supplied by Virginia Power, Old Dominion does not believe that a
temporary loss of generation capacity will have a material adverse impact on Old
Dominion's results of operations.

     Regarding third party power suppliers, Old Dominion receives more than half
of its power from other parties and is interconnected with other utilities at
more than 200 transmission and distribution points. Although Old Dominion has a
program to keep up with their efforts for year 2000 compliance, Old Dominion
does not control their activities and outcome. Non-year 2000 compliance by these
third parties could have a detrimental impact on Old Dominion and its members.

   In addition to Virginia Power and third party power suppliers, Old Dominion
is evaluating the year 2000 readiness of other key suppliers and vendors. In all
cases, Old Dominion is developing a contingency plan and anticipates having such
plan in place by March 1999 to deal with any problems should they occur.

<PAGE>
   Old Dominion's estimate of its year 2000 costs is approximately $0.6 million,
of which approximately $0.2 million has been expended to date.

   The above description of Old Dominion's year 2000 efforts and completion
dates are based on assumptions and management's best estimates regarding future
events. However, estimates and assumptions could change as Old Dominion, its
members, key suppliers and Virginia Power move through this process and as more
information becomes available. Additionally, there are no assurances that
estimates of completion will be achieved and actual results could differ
materially from those stated above.





<PAGE>



                       OLD DOMINION ELECTRIC COOPERATIVE

                          PART II.  OTHER INFORMATION


Item 1. Legal Proceedings.

          Other than certain legal proceedings arising out of the ordinary
        course of business, which management believes will not have a material
        adverse impact on the results of operations or financial condition of
        Old Dominion, there is no other litigation pending or threatened against
        Old Dominion. See "Management's Discussion and Analysis of Financial
        Condition and Results of Operations--Other Matters" for a discussion of
        certain disputes relating to Old Dominion's interest in Seacoast, Inc.


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

    (a) Exhibits.

        27.Financial Data Schedule

    (b) Reports on Form 8-K.

        The Registrant filed no reports on Form 8-K during the quarter ended
September 30, 1998.


<PAGE>



                                   SIGNATURE

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


                                           OLD DOMINION ELECTRIC COOPERATIVE
                                               Registrant

Date: November 16, 1998                             /s/Daniel M. Walker
                                             -----------------------------------
                                                     Daniel M. Walker
                                               Vice President of Accounting and
                                               Finance (Chief Financial Officer)




<PAGE>



                                 EXHIBIT INDEX


Exhibit                                                                    Page
Number                        Description of Exhibit                      Number


   27.    Financial Data Schedule                                             20