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

                                    FORM 10-Q

                                   (Mark One)

           X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 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


<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                 Number

<S> <C>




PART I.  Financial Information


Item 1.     Financial Statements

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

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

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

               Consolidated Statements of Cash Flows (Unaudited) - Six
                 Months Ended June 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                                                                        16

Item 6.     Exhibits and Reports on Form 8-K                                                         16

Signature                                                                                            17


Exhibit Index                                                                                        18


</TABLE>

<PAGE>












                            OLD DOMINION ELECTRIC COOPERATIVE
                              PART I. FINANCIAL INFORMATION

                              ITEM 1. FINANCIAL STATEMENTS
                               CONSOLIDATED BALANCE SHEETS
                                     (in thousands)

<TABLE>
<CAPTION>

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

ASSETS:                                                        
Electric Plant:
  In service                                                     $ 885,420      $ 885,670
  Less accumulated depreciation                                   (128,058)      (116,409)
                                                               ------------   ------------
                                                                   757,362        769,261
  Nuclear fuel, at amortized cost                                    3,663          6,401
  Plant acquisition adjustment, at amortized cost                   11,360         22,721
  Construction work in progress                                     15,841         12,701
                                                               ------------   ------------                                     
     Net Electric Plant                                            788,226        811,084
                                                               ------------   ------------                                     
Decommissioning Fund                                                49,121         44,162
Other Investments and Funds                                         32,431         24,539
Restricted Investments and Funds                                   116,454        116,080
Current Assets:
  Cash and cash equivalents                                         85,092         61,740
  Receivables, net of allowance of $6.0 million in
         1998 and 1997                                              34,189         34,582
  Fuel stock                                                         2,676          4,254
  Materials and supplies, at average cost                            5,721          5,362
  Prepayments                                                        2,029          1,439
                                                               ------------   ------------                   
     Total Current Assets                                          129,707        107,377
                                                               ------------   ------------                         
Deferred Charges                                                    14,267         14,058
Other Assets                                                        11,787         12,612
                                                               ------------   ------------                                
     Total Assets                                              $ 1,141,993    $ 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 BALANCE SHEETS
                                     (in thousands)

<TABLE>
<CAPTION>

                                                                June 30,      December 31,
                                                                  1998           1997
                                                               ------------   ------------                       

<S> <C>


CAPITALIZATION AND LIABILITIES:                                (unaudited)            (*)
Capitalization:
  Patronage capital                                              $ 199,672      $ 197,552
  Accumulated other comprehensive income                               477              -
  Long-term debt                                                   607,009        605,878
                                                               ------------   ------------                        
     Total Capitalization                                          807,158        803,430
                                                               ------------   ------------                           
Current Liabilities:
  Long-term debt due within one year                                29,535         30,116
  Accounts payable                                                  25,368         31,732
  Accounts payable  - Member deposits                               40,467         26,118
  Deferred energy                                                      661          3,960
  Accrued interest                                                   4,109          4,111
  Accrued taxes                                                      1,227            263
  Other                                                              3,535          4,151
                                                               -----------   ------------                       
     Total Current Liabilities                                     104,902        100,451
                                                               ------------   ------------                     
Decommissioning Reserve                                             49,121         44,162
Deferred Credits                                                    60,404         61,782
Obligations under Long-Term Leases                                 119,660        119,343
Other Liabilities                                                      748            744
Commitments and Contingencies
                                                               ------------   ------------                        
     Total Capitalization and Liabilities                      $ 1,141,993    $ 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             Six Months Ended
                                          June 30,                      June 30,
                                 ---------------------------   ---------------------------                                 
                                    1998           1997           1998           1997
                                 ------------   ------------   ------------   ------------                                 

<S> <C>



Operating Revenues:
  Sales to Members                  $ 82,099       $ 79,873      $ 167,774      $ 168,691
  Sales to non-members                   281            275            453            302
                                 ------------   ------------   ------------   ------------                                 
                                      82,380         80,148        168,227        168,993
                                 ------------   ------------   ------------   ------------                                 

Operating Expenses:
  Operation:
    Fuel                              10,183          7,924         21,162         18,365
    Purchased power                   32,217         35,935         68,333         79,303
    Other                              6,206          5,537         11,955         11,012
                                 ------------   ------------   ------------   ------------                                 
                                      48,606         49,396        101,450        108,680
  Maintenance                          1,906          2,364          3,744          4,287
  Administrative and general           3,986          4,174          7,777          8,126
  Depreciation and amortization       12,092          7,041         24,192         13,556
  Amortization of lease gains           (689)          (689)        (1,378)        (1,378)
  Decommissioning cost                   170            170            340            340
  Taxes other than income taxes        1,860          1,791          3,717          3,595
                                 ------------   ------------   ------------   ------------                                 
       Total Operating Expenses       67,931         64,247        139,842        137,206
                                 -----------   ------------   ------------   ------------                                 
Operating Margin                      14,449         15,901         28,385         31,787
                                 ------------   ------------   ------------   ------------                                 

Other Income/(Expense), net                8           (152)           582            (34)
                                 -----------   ------------   ------------   ------------                                 

Investment Income:
   Interest                            1,138            677          2,098          1,647
   Other                                  60              -            154             96
                                 ------------   ------------   ------------   ------------                                 
       Total Investment Income         1,198            677          2,252          1,743
                                 ------------   ------------   ------------   ------------                                 

Interest Charges:
  Interest on long-term debt, net     12,997         13,724         25,992         27,983
  Other                                  137             49            200             85
  Allowance for borrowed funds
   used during construction             (105)          (100)          (209)          (186)
                                 -----------   ------------   ------------   ------------                                 
       Net Interest Charges           13,029         13,673         25,983         27,882
                                 ------------   ------------   ------------   ------------                                 
Net Margin                             2,626          2,753          5,236          5,614
Patronage Capital-beginning
        of period                    197,046        187,614        197,552        184,753
Payment of Capital Credits                 -              -         (3,116)             -
                                 ------------   ------------   ------------   ------------
Patronage Capital-end of period    $ 199,672      $ 190,367      $ 199,672      $ 190,367
                                 ============   ============   ============   ============                                 

</TABLE>


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

<PAGE>

                       OLD DOMINION ELECTRIC COOPERATIVE

                 STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

<TABLE>
<CAPTION>

                                                    Three Months Ended            Six Months Ended
                                                         June 30,                      June 30,
                                                ---------------------------   ---------------------------             
                                                   1998           1997           1998           1997
                                                ------------   ------------   ------------   ------------
                                                        (in thousands)               (in thousands)
<S> <C>  

Net Margin                                          $ 2,626        $ 2,753        $ 5,236        $ 5,614
Other comprehensive income:
     Unrealized gains on investments                    143              -            477              -
                                                ------------   ------------   ------------   ------------            
Comprehensive income                                $ 2,769        $ 2,753        $ 5,713        $ 5,614
                                                ============   ============   ============   ============
                                                

</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>


                                                                    Six Months Ended
                                                                        June 30,
                                                               ---------------------------                  
                                                                  1998           1997
                                                               ------------   ------------                               

<S> <C>


Cash Provided by Operating Activities:
  Net margin                                                       $ 5,236        $ 5,614
  Adjustments to reconcile net margin to net cash
   provided by operating activities:
    Depreciation                                                    12,618         12,472
    Amortization of plant acquisition adjustment                    11,361          1,035
    Amortization of nuclear fuel                                     2,738          2,735
    Decommissioning cost                                               340            340
    Amortization of debt discount                                    1,131          1,088
    Amortization of other debt costs                                   474            610
    Amortization of deferred charges                                   210             45
    Amortization of lease obligation                                 4,167          3,904
    Gain from lease transactions                                    (1,378)        (1,378)
    Changes in Current Assets and Current Liabilities:
         Change in current asssets                                   1,022          7,842
         Change in current liabilities                               5,032         30,615
    (Increase) decrease in deferred charges                           (801)           255
    Decrease (increase) in other assets                                733         (3,251)
    Decrease in deferred credits                                         -        (13,335)
    Increase (decrease) in other liabilities                             4             (3)
                                                               ------------   ------------
       Net Cash Provided by Operating Activities                    42,887         48,588
                                                               ------------   ------------

Cash Used for Financing Activities:
  Obligations under long-term leases                                (3,850)          (816)
  Payment of long-term debt, net                                      (581)       (31,703)
  Payment of capital credits                                        (3,116)             -
                                                               ------------   ------------                                
       Net Cash Used for Financing Activities                       (7,547)       (32,519)
                                                               ------------   ------------                                 

Cash (Used for) Provided by Investing Activities:
  Additions to electric plant                                       (3,794)       (19,740)
  Decommissioning fund deposits                                       (340)          (340)
  (Additions) Reduction to other investments and funds, net         (7,415)        29,805
  Additions to restricted investments and funds, net                  (374)        (3,252)
  Retirement work in progress                                          (65)            45
                                                               ------------   ------------                               
       Net Cash (Used for) Provided by Investing Activities        (11,988)         6,518
                                                               ------------   ------------                             
            Net Change in Cash and Cash Equivalents                 23,352         22,587
  Beginning of Period Cash and Cash Equivalents                     61,740         46,217
                                                               ------------   ------------                            
  End of Period Cash and Cash Equivalents                         $ 85,092       $ 68,804
                                                               ============   ============
                                                               

</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 June 30, 1998, its consolidated
     results of operations and its  comprehensive  income for the three and six
     months ended June 30,  1998 and 1997,  and its  consolidated  cash flows
     for the six months  ended June 30, 1998 and 1997. The  consolidated
     results of operations  for the six months ended June 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 April 1998, 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. The Board of Directors named Charles R.
     Rice, Jr., current vice chairman of Old Dominion's board, to serve as
     acting president until a new president and chief executive officer is
     appointed.

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.  CSC
     and the other participants  in Seacoast  Power LLC have sold their interest
     in this venture but have retained their interest in this lawsuit.

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  stranded  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  stranded 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 June 30, 1998.

<PAGE>





                        OLD DOMINION ELECTRIC COOPERATIVE

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



     This 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 regard 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 the changes (increases (decreases)) in
operating revenues by component:

<TABLE>
<CAPTION>


                                                                Three Months             Six Months
                                                                     Ended                   Ended
                                                                    June 30,                June 30,
                                                                1998 vs 1997             1998 vs 1997
                                                                ------------             ------------
                                                                              (in thousands)

<S> <C>

                 Sales to Members:
                    Power sales volume                             $  3,586                $    602
                    Blended rates                                    (1,772)                 (2,293)
                    Fuel adjustment revenues                         (1,617)                 (2,623)
                    Margin stabilization plan adjustment              2,029                   3,397
                                                                   --------                --------
                                                                      2,226                    (917)
                 Sales to Non-members                                     6                     151
                                                                -----------               ---------
                                                                   $  2,232                $   (766)
                                                                   ========                ========

</TABLE>



     Warmer weather during the second quarter of 1998 resulted in an increase in
demand revenues, which was offset by a 4.0% 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 5.7% because of the warm weather. Old Dominion's demand sales for the
three months ended June 30, 1998 and 1997, were 3,558 MW and 3,422 MW,
respectively. Energy sales for the three months ended June 30, 1998 and 1997,
were 1,737,205 MWh and 1,671,767 MWh, respectively.

     Warmer weather in the second quarter of 1998 as compared to 1997 resulted
in an increase in demand revenues. However, a warm winter and a 4.0% reduction
in the demand rate negatively affected the increase. The net result was a 2.2%
increase in demand revenues. Energy revenues increased 1.5% increase as compared
to 1997. Demand sales for the six-month periods ended June 30, 1998 and 1997,
were 7,227 MW and 7,217 MW, respectively. Energy sales for the six-month periods
ended June 30, 1998 and 1997, were 3,661,337 MWh and 3,636,887 MWh,
respectively.



<PAGE>



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

<TABLE>
<CAPTION>


                                             Three Months Ended                     Six Months Ended
                                             ------------------                     ----------------
                                                  June 30,                              June 30,
                                                  --------                              --------
                                          1998        1997      Normal          1998        1997     Normal
                                        --------    --------    ------        --------    --------   ------

<S> <C>


     Cooling degree days                    431         308         458           462         313        468
     Percentage change compared
       to prior year                       40.0%      (32.3)%                    47.6%      (31.2)%
     Heating degree days                    294         472         326         2,028       2,336      2,323
     Percentage change compared
       to prior year                      (37.7)%     28.6%                     (13.2)%      (6.6)%

</TABLE>



     Operating Expenses. Old Dominion has an 11.6% undivided ownership interest
in the North Anna Nuclear Power Station ("North Anna") and a 50% undivided
ownership interest in 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 either North Anna or Clover is off-line, Old Dominion must purchase
replacement power that is 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 energy rates to the Members, are significantly affected by the
operations of North Anna and Clover.

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

<TABLE>
<CAPTION>


                                   North Anna                                       Clover
                                   ----------                                       ------
                             Three                 Six                     Three                 Six
                         Months Ended         Months Ended              Months Ended         Months Ended
                            June 30,              June 30,                 June 30,             June 30,
                            --------              --------                 --------             --------
                       1998      1997         1998     1997            1998      1997        1998     1997
                      ------    ------       ------   ------         --------   ------      ------   -----

<S> <C>


     Unit 1             100.3%     63.8%       100.1%    82.3%          80.4%     82.8%       84.4%    72.9%
     Unit 2              65.7     100.3         81.3    100.5           53.9      14.3        56.5     42.3
     Combined            83.0      82.1         90.7     91.4           67.1      48.6        70.5     57.6

</TABLE>


     North Anna Unit 1 was not off-line during the first six months of 1998;
however, Unit 1 was off-line 31 days for scheduled refueling during the first
half of 1997. North Anna Unit 2 was off-line 30 days for scheduled refueling
during the six months ended June 30, 1998. Unit 2 was not off-line during the
first six months of 1997.

     During the six months ended June 30, 1998, Clover Unit 1 experienced one
minor scheduled outage and two minor unscheduled outages (approximately 5 days).
Clover Unit 2 was off-line from February 28 through April 29, 1998 for the
scheduled chimney liner replacement. During the six month period ended June 30,
1997, Clover Unit 1 was off-line 16 days for repairs to the chimney's titanium
liner, 2 days for other minor unscheduled maintenance and 5 days for scheduled
maintenance. Clover Unit 2 was off-line 11 days for a scheduled warranty
inspection, 3 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 six month  periods
ended  June 30,  1998 and 1997,  was as follows:

<TABLE>
<CAPTION>


                                             Three Months Ended                        Six Months Ended
                                                  June 30,                                  June 30,
                                                  --------                                  --------
                                         1998               1997                  1998              1997
                                         ----               ----                  ----              ----
                                       (MWh)                (MWh)                (MWh)              (MWh)

<S> <C>



     North Anna                       376,212    20.6%     372,016    21.5%     817,325    21.6%    824,325   22.0%
     Clover                           646,674    35.4      467,662    27.0    1,335,717    35.3   1,089,322   29.0
     Purchased Power:
        Virginia Power                360,930    19.8      494,527    28.6      758,070    20.0     968,198   25.8
        PSE&G Contract                251,697    13.8      274,145    15.9      536,773    14.2     528,170   14.1
        Delmarva Power                148,920     8.1       77,711     4.5      236,760     6.3     245,784    6.6
        Other                          42,378     2.3       42,960     2.5       97,250     2.6      95,409    2.5
                                  ----------- -------  ----------- -------  ----------- ------- ------------------
          Total Available Energy    1,826,811   100.0%   1,729,021   100.0%   3,781,895   100.0%  3,751,208  100.0%
                                    =========   =====    =========   =====    =========   =====   =========  =====

</TABLE>



     Increased production at Clover and warm weather were the primary factors
affecting operating expenses in the second quarter and first half of 1998.
Purchased power costs were lower and fuel and other operation costs were higher
during the second quarter and first half of 1998 because of increased production
at Clover. During the second quarter of 1997, Clover Unit 2 was off-line for
repairs because of damage incurred on April 17, 1997 when the unit tripped
off-line.

     Maintenance expense decreased in the second quarter and first half of 1998
as compared to the same periods in 1997 because additional maintenance was
performed on Clover Unit 2 in 1997 while the unit was off-line for repairs to
the chimney's titanium liner.

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

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

     Investment income increased during the second quarter and the first half of
1998 as compared to the same periods in 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.

     Interest on adjustments to the Virginia Power bill resulted in an increase
in other interest expense for the second quarter and first half of 1998 as
compared to 1997.


Liquidity and Capital Resources

     Operating Activities. Operating activities are an important source of cash
for Old Dominion, providing $42.9 million in the first half of 1998 and $48.6
million in the first half of 1997. Net cash provided by operating activities
decreased in the six month period ended June 30, 1998, as compared to the same
period in 1997 primarily due to changes between periods in non-cash working
capital accounts, mainly notes and accounts receivable and accounts payable. The
1997 changes were off-set by a $13.3 million decrease in operating cash due to
payment of a special assessment of gross receipts taxes, which was later
returned to Old Dominion.

<PAGE>

     Financing Activities. Financing activities resulted in a cash outflow of
$7.5 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,  mainly  additions to plant
and additions to other  investments and funds, resulted in a net cash outflow of
$12.0 million.


  Other Matters

    In April 1998, 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. The Board of Directors named Charles R. Rice, Jr., current
vice chairman of Old Dominion's board, to serve as acting president until a new
president and chief executive officer is appointed.

    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. CSC and the
other participants in Seacoast Power LLC have sold their interests in this
venture but have retained their interests in this lawsuit.

    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 stranded 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

<PAGE>



under the Wholesale Power Contracts to "over-collect" monies from its Members
for future debt retirement or for payment of future stranded 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.


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 that
will determine 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 meet and 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 are 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 on tax reform in Maryland in
preparation for retail competition. The first meeting was held on July 28, 1998,
with several meetings scheduled throughout the remainder of the year.

     A measure to provide customer choice was introduced in the Delaware General
Assembly during their most recent session which recessed on June 30,1998. While
the measure passed the House unanimously, the Senate never considered 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.




<PAGE>



Year 2000 Compliance

Old Dominion has entered into a contract for an assessment of its information
systems and vendor supplied application software as it relates to their ability
to comply with the year 2000. The assessment began on May 18, 1998, and is
expected to be complete by the end of the third quarter. Management anticipates
that some computer systems may require modification or replacement; however, the
cost of any modification or replacement has not been determined at this time.

<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
June 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:     August 14, 1998           /s/Daniel M. Walker
                                    -------------------
                                       Daniel M. Walker
                                   Vice President of Accounting and Finance
                                      (Chief Financial Officer)




<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

<S> <C>

Exhibit                                                                                                    Page
Number                                      Description of Exhibit                                        Number

    27.       Financial Data Schedule                                                                        19

</TABLE>