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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

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

For the quarterly period ended June 30, 2007

or



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

For the transition period from  to

Commission file number 000-50039



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OLD DOMINION ELECTRIC
COOPERATIVE

(Exact Name of Registrant as Specified in Its Charter)



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



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

(804) 747-0592

(Registrants Telephone Number, Including Area Code)



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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act.

Larger accelerated filer ̈Accelerated filer ̈Non-accelerated
filer  x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes ̈No  x

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



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##### Table of Contents

OLD DOMINION ELECTRIC COOPERATIVE

INDEX



|                              |  |                                                                                                                                               |  |            
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|                              |  |                                                                                                                                               |  | Page Number
|PART I. Financial Information |  |                                                                                                                                              
|                              |  |                                                                                                                                              
|Item 1.                       |  | Financial Statements                                                                                                                          |  |            
|                              |  |                                                                                                                                              
|                              |  | Condensed Consolidated Balance Sheets  June 30, 2007 (Unaudited) and December 31, 2006                                                       |  | 3          
|                              |  |                                                                                                                                              
|                              |  | Condensed Consolidated Statements of Revenues, Expenses and Patronage Capital (Unaudited)  Three and Six Months Ended June 30, 2007 and 2006 |  | 4          
|                              |  |                                                                                                                                              
|                              |  | Condensed Consolidated Statements of Comprehensive Income (Unaudited)  Three and Six Months Ended June 30, 2007 and 2006                     |  | 4          
|                              |  |                                                                                                                                              
|                              |  | Condensed Consolidated Statements of Cash Flows (Unaudited)  Six Months Ended June 30, 2007 and 2006                                         |  | 5          
|                              |  |                                                                                                                                              
|                              |  | Notes to Condensed Consolidated Financial Statements                                                                                          |  | 6          
|                              |  |                                                                                                                                              
|Item 2.                       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                         |  | 10         
|                              |  |                                                                                                                                              
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                    |  | 18         
|                              |  |                                                                                                                                              
|Item 4.                       |  | Controls and Procedures                                                                                                                       |  | 18         
|                              | 
|PART II. Other Information    |  |                                                                                                                                              
|                              |  |                                                                                                                                              
|Item 1.                       |  | Legal Proceedings                                                                                                                             |  | 19         
|                              |  |                                                                                                                                              
|Item 1A.                      |  | Risk Factors                                                                                                                                  |  | 19         
|                              |  |                                                                                                                                              
|Item 5.                       |  | Other Information                                                                                                                             |  | 20         
|                              |  |                                                                                                                                              
|Item 6.                       |  | Exhibits                                                                                                                                      |  | 21         



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##### Table of Contents

OLD DOMINION ELECTRIC COOPERATIVE

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                             |  |                |           |   |                   |   |           |  
|-------------------------------------------- |  | -------------- | --------- | - | ----------------- | - | --------- | -
|                                             |  | June 30, 2007  |           |   | December 31, 2006 |  
|                                             |  | (in thousands) |          
|                                             |  | (unaudited)    |           |   |                   |  
|ASSETS:                                      |  |                |           |  
|Electric Plant:                              |  |                |           |   |                   |   |           |  
|In service                                   |  | $              | 1,531,111 |   |                   | $ | 1,527,672 |  
|Less accumulated depreciation                |  |                | (528,428  | ) |                   |   | (509,306  | )
|                                             |  |                |           |   |                   |   |           |  
|                                             |  |                | 1,002,683 |   |                   |   | 1,018,366 |  
|Nuclear fuel, at amortized cost              |  |                | 11,015    |   |                   |   | 8,381     |  
|Construction work in progress                |  |                | 21,740    |   |                   |   | 20,342    |  
|                                             |  |                |           |   |                   |   |           |  
|Net Electric Plant                           |  |                | 1,035,438 |   |                   |   | 1,047,089 |  
|                                             |  |                |           |   |                   |   |           |  
|                                             |  |               
|Investments:                                 |  |                |           |   |                   |   |           |  
|Nuclear decommissioning trust                |  |                | 95,715    |   |                   |   | 91,050    |  
|Lease deposits                               |  |                | 175,499   |   |                   |   | 171,585   |  
|Other                                        |  |                | 52,715    |   |                   |   | 24,321    |  
|                                             |  |                |           |   |                   |   |           |  
|Total Investments                            |  |                | 323,929   |   |                   |   | 286,956   |  
|                                             |  |                |           |   |                   |   |           |  
|                                             |  |               
|Current Assets:                              |  |                |           |   |                   |   |           |  
|Cash and cash equivalents                    |  |                | 108,585   |   |                   |   | 52,018    |  
|Accounts receivable                          |  |                | 4,742     |   |                   |   | 4,071     |  
|Accounts receivable-deposits                 |  |                |          |   |                   |   | 23,600    |  
|Accounts receivable-members                  |  |                | 91,854    |   |                   |   | 94,136    |  
|Fuel, materials and supplies                 |  |                | 30,660    |   |                   |   | 30,585    |  
|Deferred energy                              |  |                | 21,820    |   |                   |   | 14,914    |  
|Prepayments                                  |  |                | 2,546     |   |                   |   | 4,035     |  
|                                             |  |                |           |   |                   |   |           |  
|Total Current Assets                         |  |                | 260,207   |   |                   |   | 223,359   |  
|                                             |  |                |           |   |                   |   |           |  
|                                             |  |               
|Deferred Charges:                            |  |                |           |   |                   |   |           |  
|Regulatory assets                            |  |                | 37,211    |   |                   |   | 49,738    |  
|Other                                        |  |                | 20,743    |   |                   |   | 20,267    |  
|                                             |  |                |           |   |                   |   |           |  
|Total Deferred Charges                       |  |                | 57,954    |   |                   |   | 70,005    |  
|                                             |  |                |           |   |                   |   |           |  
|Total Assets                                 |  | $              | 1,677,528 |   |                   | $ | 1,627,409 |  
|                                             |  |                |           |   |                   |   |           |  
|                                             |  |               
|CAPITALIZATION AND LIABILITIES:              |  |                |           |   |                   |   |           |  
|Capitalization:                              |  |                |           |   |                   |   |           |  
|Patronage capital                            |  | $              | 299,167   |   |                   | $ | 293,077   |  
|Non-controlling interest                     |  |                | 10,624    |   |                   |   | 10,993    |  
|Long-term debt                               |  |                | 814,978   |   |                   |   | 813,264   |  
|                                             |  |                |           |   |                   |   |           |  
|Total Capitalization                         |  |                | 1,124,769 |   |                   |   | 1,117,334 |  
|                                             |  |                |           |   |                   |   |           |  
|                                             |  |               
|Current Liabilities:                         |  |                |           |   |                   |   |           |  
|Long-term debt due within one year           |  |                | 22,917    |   |                   |   | 22,917    |  
|Accounts payable                             |  |                | 95,283    |   |                   |   | 87,844    |  
|Accounts payable-members                     |  |                | 68,822    |   |                   |   | 48,220    |  
|Accrued expenses                             |  |                | 43,419    |   |                   |   | 35,767    |  
|                                             |  |                |           |   |                   |   |           |  
|Total Current Liabilities                    |  |                | 230,441   |   |                   |   | 194,748   |  
|                                             |  |                |           |   |                   |   |           |  
|                                             |  |               
|Deferred Credits and Other Liabilities:      |  |                |           |   |                   |   |           |  
|Asset retirement obligation                  |  |                | 57,277    |   |                   |   | 55,812    |  
|Obligations under long-term leases           |  |                | 177,995   |   |                   |   | 174,205   |  
|Regulatory liabilities                       |  |                | 54,649    |   |                   |   | 51,497    |  
|Other                                        |  |                | 32,397    |   |                   |   | 33,813    |  
|                                             |  |                |           |   |                   |   |           |  
|Total Deferred Credits and Other Liabilities |  |                | 322,318   |   |                   |   | 315,327   |  
|                                             |  |                |           |   |                   |   |           |  
|Commitments and Contingencies                |  |                |          |   |                   |   |          |  
|                                             |  |                |           |   |                   |   |           |  
|Total Capitalization and Liabilities         |  | $              | 1,677,528 |   |                   | $ | 1,627,409 |  
|                                             |  |                |           |   |                   |   |           |  

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



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##### Table of Contents

OLD DOMINION ELECTRIC COOPERATIVE

CONDENSED CONSOLIDATED STATEMENTS OF REVENUES,

EXPENSES AND PATRONAGE CAPITAL (UNAUDITED)



|                                                            |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|----------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                            |  | Three Months EndedJune 30, |         |   | Six Months EndedJune 30, |  
|                                                            |  | 2007                       |         |   | 2006                     |   |         | 2007 |  |   | 2006    |  
|                                                            |  | (in thousands)             |         |   | (in thousands)           |  
|Operating Revenues                                          |  | $                          | 226,619 |   |                          | $ | 185,952 |      |  | $ | 455,329 |   |  | $ | 389,413 |  
|Operating Expenses:                                         |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Fuel                                                        |  |                            | 29,424  |   |                          |   | 30,835  |      |  |   | 62,517  |   |  |   | 55,300  |  
|Purchased power                                             |  |                            | 139,140 |   |                          |   | 88,757  |      |  |   | 305,456 |   |  |   | 250,121 |  
|Deferred energy                                             |  |                            | 9,213   |   |                          |   | 18,948  |      |  |   | (6,906  | ) |  |   | (8,734  | )
|Operations and maintenance                                  |  |                            | 12,961  |   |                          |   | 9,578   |      |  |   | 22,937  |   |  |   | 17,638  |  
|Administrative and general                                  |  |                            | 8,521   |   |                          |   | 9,062   |      |  |   | 16,613  |   |  |   | 17,349  |  
|Depreciation, amortization and decommissioning              |  |                            | 9,407   |   |                          |   | 9,634   |      |  |   | 18,824  |   |  |   | 19,294  |  
|Amortization of regulatory asset/(liability), net           |  |                            | 712     |   |                          |   | 498     |      |  |   | 893     |   |  |   | 693     |  
|Accretion of asset retirement obligations                   |  |                            | 733     |   |                          |   | 651     |      |  |   | 1,465   |   |  |   | 1,302   |  
|Taxes other than income taxes                               |  |                            | 1,804   |   |                          |   | 1,553   |      |  |   | 3,634   |   |  |   | 3,113   |  
|                                                            |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Total Operating Expenses                                    |  |                            | 211,915 |   |                          |   | 169,516 |      |  |   | 425,433 |   |  |   | 356,076 |  
|                                                            |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Operating Margin                                            |  |                            | 14,704  |   |                          |   | 16,436  |      |  |   | 29,896  |   |  |   | 33,337  |  
|                                                            |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Other (Expense)/Income, net                                 |  |                            | (18     | ) |                          |   | 32      |      |  |   | (61     | ) |  |   | (68     | )
|Investment Income                                           |  |                            | 3,625   |   |                          |   | 2,095   |      |  |   | 6,633   |   |  |   | 4,170   |  
|Interest Charges, net                                       |  |                            | (15,201 | ) |                          |   | (15,148 | )    |  |   | (30,287 | ) |  |   | (30,070 | )
|                                                            |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Net Margin Before Income Taxes and Non-Controlling Interest |  |                            | 3,110   |   |                          |   | 3,415   |      |  |   | 6,181   |   |  |   | 7,369   |  
|                                                            |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Income Taxes                                                |  |                            | (17     | ) |                          |   | (153    | )    |  |   | (25     | ) |  |   | (538    | )
|Non-Controlling Interest                                    |  |                            | (36     | ) |                          |   | (227    | )    |  |   | (66     | ) |  |   | (806    | )
|                                                            |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Net Margin                                                  |  |                            | 3,057   |   |                          |   | 3,035   |      |  |   | 6,090   |   |  |   | 6,025   |  
|                                                            |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Patronage Capital  Beginning of Period                     |  |                            | 296,110 |   |                          |   | 274,823 |      |  |   | 293,077 |   |  |   | 271,833 |  
|                                                            |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Patronage Capital  End of Period                           |  | $                          | 299,167 |   |                          | $ | 277,858 |      |  | $ | 299,167 |   |  | $ | 277,858 |  
|                                                            |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  

OLD DOMINION ELECTRIC COOPERATIVE

CONDENSED CONSOLIDATED STATEMENTS

OF COMPREHENSIVE INCOME (UNAUDITED)



|                                                                  |  |                            |       |      |                          |        |      |  |   |       |   |  |   |         |  
|----------------------------------------------------------------- |  | -------------------------- | ----- | ---- | ------------------------ | ------ | ---- |  | - | ----- | - |  | - | ------- | -
|                                                                  |  | Three MonthsEnded June 30, |       |      | Six Months EndedJune 30, |       
|                                                                  |  | 2007                       |       | 2006 |                          |        | 2007 |  |   | 2006  |  
|                                                                  |  | (in thousands)             |       |      | (in thousands)           |       
|Net Margin                                                        |  | $                          | 3,057 |      | $                        | 3,035  |      |  | $ | 6,090 |   |  | $ | 6,025   |  
|Other Comprehensive Income:                                       |  |                            |       |      |                          |        |      |  |   |       |   |  |   |         |  
|Unrealized (loss) on derivative contracts(1)                      |  |                            |      |      |                          | (1,336 | )    |  |   | (435  | ) |  |   | (13,840 | )
|                                                                  |  |                            |       |      |                          |        |      |  |   |       |   |  |   |         |  
|Other Comprehensive Income (Loss) Before Non-Controlling Interest |  |                            | 3,057 |      |                          | 1,699  |      |  |   | 5,655 |   |  |   | (7,815  | )
|Less: Non-controlling interest in comprehensive income            |  |                            |      |      |                          | 1,336  |      |  |   | 435   |   |  |   | 13,840  |  
|                                                                  |  |                            |       |      |                          |        |      |  |   |       |   |  |   |         |  
|Comprehensive income                                              |  | $                          | 3,057 |      | $                        | 3,035  |      |  | $ | 6,090 |   |  | $ | 6,025   |  
|                                                                  |  |                            |       |      |                          |        |      |  |   |       |   |  |   |         |  

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|(1) | Unrealized (loss) on derivative contracts net of taxes of $0.3 million for the six months ended June 30, 2007. Unrealized (loss) on derivative contracts net of tax benefit of
$0.8 million and $8.8 million for the three and six months ended June 30, 2006, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



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OLD DOMINION ELECTRIC COOPERATIVE

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                              |  |                           |          |   |      |   |         |  
|--------------------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---- | - | ------- | -
|                                                                                              |  | Six Months Ended June 30, |         
|                                                                                              |  | 2007                      |          |   | 2006 |  
|                                                                                              |  | (in thousands)            |         
|Operating Activities:                                                                         |  |                           |          |   |      |   |         |  
|Net Margin                                                                                    |  | $                         | 6,090    |   |      | $ | 6,025   |  
|Adjustments to reconcile net margins to net cash provided by (used for) operating activities: |  |                           |          |   |      |   |         |  
|Depreciation, amortization and decommissioning                                                |  |                           | 18,823   |   |      |   | 19,294  |  
|Other non-cash charges                                                                        |  |                           | 4,874    |   |      |   | 4,247   |  
|Non-controlling interest                                                                      |  |                           | 66       |   |      |   | 806     |  
|Amortization of lease obligations                                                             |  |                           | 5,779    |   |      |   | 5,461   |  
|Interest on lease deposits                                                                    |  |                           | (5,628   | ) |      |   | (5,283  | )
|Change in current assets                                                                      |  |                           | 26,625   |   |      |   | 44,485  |  
|Change in deferred energy                                                                     |  |                           | (6,906   | ) |      |   | (8,734  | )
|Change in current liabilities                                                                 |  |                           | 35,970   |   |      |   | (61,889 | )
|Change in regulatory assets and liabilities                                                   |  |                           | 13,378   |   |      |   | (44,100 | )
|Deferred charges and credits                                                                  |  |                           | (1,223   | ) |      |   | 6,120   |  
|                                                                                              |  |                           |          |   |      |   |         |  
|Net Cash Provided by/(Used for) Operating Activities                                          |  |                           | 97,848   |   |      |   | (33,568 | )
|                                                                                              |  |                           |          |   |      |   |         |  
|                                                                                              |  |                          
|Financing Activities:                                                                         |  |                           |          |   |      |   |         |  
|Obligations under long-term leases                                                            |  |                           | (275     | ) |      |   | (504    | )
|                                                                                              |  |                           |          |   |      |   |         |  
|Net Cash Used for Financing Activities                                                        |  |                           | (275     | ) |      |   | (504    | )
|                                                                                              |  |                           |          |   |      |   |         |  
|                                                                                              |  |                          
|Investing Activities:                                                                         |  |                           |          |   |      |   |         |  
|Purchases of available for sale securities                                                    |  |                           | (203,134 | ) |      |   | (7,675  | )
|Proceeds from sale of available for sale securities                                           |  |                           | 165,054  |   |      |   | 15,350  |  
|Decrease (Increase) in other investments                                                      |  |                           | 7,323    |   |      |   | (2,040  | )
|Electric plant additions                                                                      |  |                           | (10,249  | ) |      |   | (5,222  | )
|                                                                                              |  |                           |          |   |      |   |         |  
|Net Cash (Used for)/Provided by Investing Activities                                          |  |                           | (41,006  | ) |      |   | 413     |  
|                                                                                              |  |                           |          |   |      |   |         |  
|Net Change in Cash and Cash Equivalents                                                       |  |                           | 56,567   |   |      |   | (33,659 | )
|Cash and Cash EquivalentsBeginning of Period                                                 |  |                           | 52,018   |   |      |   | 98,633  |  
|                                                                                              |  |                           |          |   |      |   |         |  
|Cash and Cash EquivalentsEnd of Period                                                       |  | $                         | 108,585  |   |      | $ | 64,974  |  
|                                                                                              |  |                           |          |   |      |   |         |  

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



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OLD DOMINION ELECTRIC COOPERATIVE

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



|1. | In the opinion of our management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, which include only normal recurring adjustments,
necessary for a fair statement of our consolidated financial position as of June 30, 2007, and our consolidated results of operations, comprehensive income, and cash flows for the three and six months ended June 30, 2007 and 2006. The
consolidated results of operations for the three and six months ended June 30, 2007, are not necessarily indicative of the results to be expected for the entire year. These financial statements should be read in conjunction with the financial
statements and notes thereto included in our 2006 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | Presentation. The accompanying financial statements reflect the consolidated accounts of Old Dominion Electric Cooperative (ODEC  or we or
our) and TEC Trading, Inc. (TEC). We are a not-for-profit wholesale power supply cooperative, incorporated under the laws of the Commonwealth of Virginia in 1948. We have two classes of members. Our Class A members are
twelve customer-owned electric distribution cooperatives engaged in the retail sale of power to member consumers located in Virginia, Delaware, Maryland, and parts of West Virginia. Our sole Class B member is TEC, a taxable corporation owned by our
member distribution cooperatives. Our board of directors is composed of two representatives from each of the member distribution cooperatives and one representative from TEC.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In accordance with Financial Accounting Standards Board (FASB) Interpretation No. 46R, Consolidation of Variable Interest Entities,
an Interpretation of Accounting Research Bulletin No. 51 (the Interpretation), TEC is considered a variable interest entity for which we are the primary beneficiary. We became the primary beneficiary of TEC in 2001. We first
consolidated TECs financial position as of December 31, 2004, and beginning January 1, 2005, TECs operations were also consolidated as a result of our adoption of the Interpretation. We have eliminated all intercompany balances
and transactions in consolidation. The assets and liabilities and non-controlling interest of TEC are recorded at carrying value and the net assets consolidated were $10.6 million and $11.0 million at June 30, 2007, and December 31, 2006,
respectively. As TEC is 100% owned by our twelve member distribution cooperatives, its equity is presented as a non-controlling interest in our consolidated financial statements. Our non-controlling, 50% or less, ownership interest in other entities
is recorded using the equity method of accounting.

Our rates are not regulated by the respective states public service commissions,
but are set periodically by a formula that was accepted for filing by the Federal Energy Regulatory Commission (FERC) on December 23, 2003. An amendment to the formula was accepted for filing by FERC on February 19, 2005,
subject to the outcome of our other pending FERC proceedings.

We comply with the Uniform System of Accounts as prescribed by FERC. In
conformity with accounting principles generally accepted in the United States (GAAP), the accounting policies and practices applied by us in the determination of rates are also employed for financial reporting purposes.

The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
amounts reported therein. Actual results could differ from those estimates.



|3. | Financial Instruments (including Derivatives). Financial instruments included in the decommissioning fund are classified as available for sale, and accordingly, are carried
at fair value. Unrealized gains and losses on investments held in the decommissioning fund are deferred as a regulatory liability and a regulatory asset until realized.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our investments in marketable securities, which are actively managed, are classified as available for sale and are recorded at fair value. Unrealized
gains or losses on these investments, if material, are reflected as a component of capitalization. Investments in debt securities that we have the positive intent and ability to hold to maturity are classified as held to maturity and are recorded at
amortized cost. Other investments are recorded at cost, which approximates market value.

We primarily purchase power under both long-term
and short-term forward physical delivery contracts to supply power to our member distribution cooperatives under all requirements wholesale power contracts. These forward purchase contracts meet the accounting definition of a derivative;
however, a majority of the forward purchase derivative contracts qualify for the normal purchases/normal sales exception under Statement of Financial Accounting Standards (SFAS) No. 133 Accounting for Derivative Instruments
and Hedging Activities. As a result, these contracts are not recorded at fair value. We record a liability and purchased power expense when the power under the forward physical delivery contract is delivered. We also purchase natural gas
futures generally for three years or less to hedge the price of natural



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gas for the operation of our combustion turbine facilities and to hedge certain forward power purchase agreements that use natural gas as a basis for
determining the price of power. These derivatives do not qualify for the normal purchase/normal sales exception.

For all derivative
contracts that do not qualify for the normal purchases/normal sales accounting exception, we may elect cash flow hedge accounting in accordance with SFAS No. 133. Accordingly, gains and losses on derivative contracts are deferred into Other
Comprehensive Income until the hedged underlying transaction occurs or is no longer likely to occur. For derivative contracts where hedge accounting is not utilized, or for which ineffectiveness exists, we defer all remaining gains and losses on a
net basis as a regulatory asset or liability in accordance with SFAS No. 71 Accounting for the Effects of Certain Types of Regulation. These amounts are subsequently reclassified as purchased power or fuel expense in our
Consolidated Statements of Revenues, Expenses and Patronage Capital as the power or fuel is delivered and/or the contract settles.

Generally, derivatives are reported on the Consolidated Balance Sheet at fair value. The measurement of fair value is based on actively quoted market prices, if available. Otherwise, we seek indicative price information from external
sources, including broker quotes and industry publications. For individual contracts, the use of differing assumptions could have a material effect on the contracts estimated fair value. There was no hedge ineffectiveness for the three months
ended June 30, 2007. Hedge ineffectiveness was immaterial for the three months ended June 30, 2006.

We are exposed to credit risk
in our business operations. We have a Credit Risk Policy that establishes the basis for determining counterparty credit standards and processes to determine credit limits. Our risk management committee monitors credit exposure on a regular basis.
Formal counterparty credit reviews are performed at least annually and informal reviews are performed on an ongoing basis



|4. | Commitments and Contingencies.
|-- | ------------------------------

Norfolk Southern

In April 1989, we entered into a coal transportation agreement with Norfolk Southern Railway Company (Norfolk Southern) for
delivery of coal to the Clover Power Station (Clover). The agreement, which was later assigned to Virginia Electric & Power Company (Virginia Power) as operator of Clover, had an initial 20-year term and provides
that the amounts payable for coal transportation services are subject to adjustment based on a reference index. In October 2003, Norfolk Southern claimed that it had been using an incorrect reference index to calculate amounts due to it since the
inception of the agreement, and that it would begin to escalate prices for these services in the future based on an alternate reference index. On November 26, 2003, together with Virginia Power, we filed suit against Norfolk Southern in the
Circuit Court of Halifax County, Virginia, seeking an order to clarify the price escalation provisions in the coal transportation agreement. In its reply to our suit, Norfolk Southern filed a counter-claim and sought (1) recovery from Virginia
Power and us for additional amounts resulting from its use of the alternate reference index since December 1, 2003, and (2) an order requiring the parties to calculate the amounts Norfolk Southern claims it was underpaid since the
inception of the agreement by using the alternate reference index.

On December 22, 2004, the court found in favor of Norfolk Southern
on the issue of ambiguity and held that the price escalation provisions in the agreement were clear and unambiguous. The court later denied Virginia Powers and our motion to file an amended complaint based on additional evidence that was not
considered by the court in the original proceedings. The court permitted Virginia Power and us to file an amended answer to Norfolk Southerns counter-claims and our amended answer was filed on March 4, 2005.

On September 1, 2006, the court granted Norfolk Southerns request to substantially dispose of the issues in the case. On September 23,
2006, we, along with Virginia Power, appealed the courts order to the Supreme Court of Virginia. On December 13, 2006, Norfolk Southern filed a motion to dismiss for lack of jurisdiction, contending that we and Virginia Power failed to
timely appeal. On April 4, 2007, we, along with Virginia Power, presented our arguments to a panel of three justices as to why the petition for appeal should be granted.

On May 11, 2007, the Supreme Court of Virginia dismissed Norfolk Southerns motion to dismiss for lack of jurisdiction and dismissed our
petition for appeal because there is not a final appealable order. The case was returned to the Circuit Court of Halifax County, Virginia. On June 11, 2007, we, along with Virginia Power, filed a motion to vacate the order and schedule a status
conference. On June 26, 2007, Norfolk Southern filed a motion for a status conference and a brief in opposition to our motion to vacate the order. We are currently awaiting the courts decision.



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We recorded a liability related to the Norfolk Southern dispute and created the related regulatory asset
for prior charges. The regulatory asset was amortized over 21 months (April 1, 2005 through December 31, 2006) and was fully amortized and collected through rates as of December 31, 2006. The current period charges are being collected
through rates. If it is ultimately determined that we owe any such amounts to Norfolk Southern, the amounts are not expected to have a material impact on our financial position or results of operations due to our ability to collect such amounts
through rates charged to our member distribution cooperatives.

Ragnar Benson

In December 2002, we entered into a contract with Ragnar Benson, Inc. (RBI) for engineering, procurement and construction services relating to
the construction of our Marsh Run combustion turbine facility. Construction of the facility began in April 2003 and the facility was required to be substantially complete in the second quarter of 2004. The facility ultimately became available for
commercial operation on September 15, 2004, but is still not substantially complete according to the terms of the contract. On December 23, 2004, we terminated the contract with RBI for default and filed suit in the U.S. District Court for
the Eastern District of Virginia, Richmond Division, against RBI seeking liquidated damages for delay in completion of the project up to $15.0 million and damages for breach of contract up to $5.0 million. RBI counterclaimed for damages exceeding
$15.0 million related to conditions they claim to have encountered during construction. We filed an answer to RBIs counterclaim denying any liability to RBI. During the discovery phase of the legal proceeding, RBI revised its claim from $15.0
million to $33.0 million.

On September 27, 2005, the U.S. District Court for the Eastern District of Virginia, Richmond Division,
ruled on motions for partial summary judgment in our claims against RBI. Specifically, the court granted our motion for partial summary judgment pertaining to claims of entitlement to a change order and fraud allegations, it dismissed six of
RBIs counterclaims, including all counterclaims pertaining to fraud, and it limited our possible recovery of liquidated damages to the liquidated damages cap of approximately $4.7 million. The trial began October 11, 2005 and concluded
October 26, 2005. During the trial, RBI revised its claim from $33.0 million to $36.0 million.

RBI and its parent companies, The
Austin Company and Austin Holdings, Inc., filed for bankruptcy under Chapter 11 of the bankruptcy code on October 14, 2005. The automatic litigation stay was lifted for our litigation with RBI.

On June 13, 2005, we executed an agreement with RBIs surety, Seaboard Surety Company (Seaboard), under which it assumed all
responsibilities for the final completion of the Marsh Run facility in accordance with the terms of the original agreement with RBI. Because RBI declared bankruptcy during the legal proceeding, we served a lawsuit against Seaboard on
February 10, 2006, in order to enforce the eventual outcome of the suit with RBI.

On August 4, 2006, the court ruled in our favor
on all remaining issues in the case and awarded us damages of $5.2 million plus expenses. On January 22, 2007, the court entered its order awarding us an additional $2.5 million for attorneys fees and certain other costs and expenses. On
February 1, 2007, we filed a motion to amend the January 22, 2007 order to address our claim for expert witness fees and interest from the date of the trial, totaling approximately $0.8 million. On April 12, 2007, the court entered
its final order awarding us a total of $7.6 million plus interest on the principal judgment from October 25, 2005, and interest on attorneys fees from September 15, 2006. The appeals process began with the April 12, 2007 order
and RBI did not appeal any of the courts rulings. On April 23, 2007, we filed an amended complaint against Seaboard Surety Company (Seaboard) to take into consideration the final order entered by the court on April 12,
2007 with respect to RBI. Seaboard filed a counterclaim and on May 31, 2007, we filed an answer as well as a motion to dismiss Seaboards counterclaim. A trial has been scheduled for October 2007. Seaboard filed a motion to request delay
of the trial. We are currently awaiting the courts decision. We intend to enforce the courts rulings against RBI, to the extent permitted by its bankruptcy proceeding, and against Seaboard.

Tax Increase Prevention and Reconciliation Act of 2005

On May 17, 2006, President Bush signed into law an act entitled the Tax Increase Prevention and Reconciliation Act of 2005 (the 2005 Tax Act). Among other provisions, the 2005 Tax Act
imposes an excise tax on certain types of leasing transactions entered into by tax-exempt entities. We have calculated our estimate of the potential impact utilizing the proposed temporary guidance that was issued on July 5, 2007, and have
determined that we do not need to record a liability based on our understanding of the guidance. However, if and when further guidance is issued, our potential liability under the 2005 Tax Act may change.



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|5. | New Accounting Pronouncements.
|-- | ------------------------------

We adopted the
provisions of the Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109 (FIN 48) on
January 1, 2007. This interpretation requires that income tax positions recognized in an entitys tax returns have a more-likely-than-not chance of being sustained prior to recording the related tax benefit in the financial statements.
There was no impact on our financial statements as a result of the adoption of FIN 48.



|6. | Subsequent Event.
|-- | -----------------

On July 23, 2007, our board
of directors approved the refund of $6.0 million related to our margin stabilization plan and an equity contribution of $4.0 million during 2007. The $6.0 million refund will occur during the third quarter of 2007.



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OLD DOMINION ELECTRIC COOPERATIVE

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Caution Regarding Forward-Looking Statements

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

Critical Accounting Policies

As of June 30, 2007, there have been no significant changes in our critical accounting
policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. These policies include the accounting for rate regulation, deferred energy, margin stabilization plan, asset retirement obligations, and
derivative contracts.

Basis of Presentation

The accompanying financial statements reflect the consolidated accounts of Old Dominion Electric Cooperative (ODEC or we or our) and TEC Trading, Inc. (TEC) effective December 31, 2006.
See Note 2Notes to Condensed Consolidated Financial Statements in Part 1, Item 1.

Overview

ODEC is a not-for-profit power supply cooperative owned entirely by its twelve member distribution cooperatives and a thirteenth member, TEC. We supply
our member distribution cooperatives power requirements, consisting of capacity requirements and energy requirements through a portfolio of resources including generating facilities, long-term and short-term physically-delivered forward power
purchase contracts, and spot market purchases.

Our financial results for the three and six months ended June 30, 2007, were impacted
by higher energy rates, the availability of our generation facilities, and changes in the fair value of our derivative contracts. Revenues were higher due to higher energy rates, which were implemented in October of 2006 and April of 2007 to collect
previously incurred but not collected costs and to provide for the collection of future anticipated costs, and increased sales volume. During the three months ended June 30, 2007, both Units at the Clover Power Station (Clover) were
off-line for scheduled maintenance outages and North Anna Power Station (North Anna) Unit 2 was off-line for a scheduled refueling and maintenance outage, thus increasing our purchased power expense as well as operations and maintenance
expenses. Our operating expenses are significantly affected by the extent to which we purchase power and, relatedly, the availability of our base load generating facilities, Clover and North Anna. Due to changing conditions in the power markets, the
fair value of our natural gas futures increased resulting in changes to our regulatory assets and liabilities which increased cash provided by operating activities.

Results of Operations

Operating Revenues

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



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



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



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



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

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

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

Capacity costs, which
are primarily fixed costs such as depreciation expense, interest expense, administrative and general expenses, capacity costs under our power purchase contracts with third parties, transmission costs, and our margin requirements and additional
amounts approved by our board of directors are recovered through our demand rate. The formulary rate allows us to change the actual demand rate we charge as our capacity-related costs change, without seeking FERC approval, with the exception of
decommissioning cost, which is a fixed number in the formulary rate that requires FERC approval prior to any adjustment. FERC approval is also needed to change account classifications currently in the formula or to add accounts not otherwise
included in the current formula. Additionally, future depreciation studies are to be filed with FERC for their approval if they would result in a change in our deprecation rates. Our demand rate is revised automatically to recover the costs
contained in our budget and any revisions made by our board of directors to our budget.

Our operating revenues are derived from power
sales to our member distribution cooperatives and non-members. Our operating revenues by type of purchaser for the three and six months ended June 30, 2007 and 2006, were as follows:



|                                 |  |                             |         |                           |   |         |  |      |         |  |   |        
|-------------------------------- |  | --------------------------- | ------- | ------------------------- | - | ------- |  | ---- | ------- |  | - | -------
|                                 |  | Three Months Ended June 30, |         | Six Months Ended June 30,
|                                 |  | 2007                        |         | 2006                      |   | 2007    |  | 2006
|                                 |  | (in thousands)              |         | (in thousands)           
|Revenues from sales to:          |  |                             |         |                           |   |         |  |      |         |  |   |        
|Member distribution cooperatives |  | $                           | 199,436 |                           | $ | 171,782 |  | $    | 408,055 |  | $ | 348,597
|Non-members                      |  |                             | 27,183  |                           |   | 14,170  |  |      | 47,274  |  |   | 40,816 
|                                 |  |                             |         |                           |   |         |  |      |         |  |   |        
|Total revenues                   |  | $                           | 226,619 |                           | $ | 185,952 |  | $    | 455,329 |  | $ | 389,413
|                                 |  |                             |         |                           |   |         |  |      |         |  |   |        



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Our energy sales in megawatt hours (MWh) to our member distribution cooperatives and
non-members for the three and six months ended June 30, 2007 and 2006, were as follows:



|                                 |  |                             |  |                           |  |           |  |          
|-------------------------------- |  | --------------------------- |  | ------------------------- |  | --------- |  | ---------
|                                 |  | Three Months Ended June 30, |  | Six Months Ended June 30,
|                                 |  | 2007                        |  | 2006                      |  | 2007      |  | 2006     
|                                 |  | (in MWh)                    |  | (in MWh)                 
|Energy sales to:                 |  |                             |  |                           |  |           |  |          
|Member distribution cooperatives |  | 2,656,031                   |  | 2,451,643                 |  | 5,745,010 |  | 5,244,909
|Non-members                      |  | 517,948                     |  | 281,849                   |  | 934,139   |  | 758,435  
|                                 |  |                             |  |                           |  |           |  |          
|Total energy sales               |  | 3,173,979                   |  | 2,733,492                 |  | 6,679,149 |  | 6,003,344
|                                 |  |                             |  |                           |  |           |  |          

Sales to Member Distribution Cooperatives. Revenues from sales to our member
distribution cooperatives are a function of our formulary rate for sales of power to our member distribution cooperatives and our member distribution cooperatives consumers requirements for power. Operating revenues on our Condensed
Consolidated Statements of Revenues, Expenses and Patronage Capital reflect the actual capacity-related costs we incurred plus the energy costs that we collected during the period. Estimated capacity-related costs are collected during the period
through the demand component of our formulary rate. Under our formulary rate, we make adjustments for the refund or recovery of amounts under our Margin Stabilization Plan. We adjust demand revenues and accounts payablemembers or accounts
receivablemembers each quarter to reflect these adjustments. See Critical Accounting PoliciesMargin Stabilization Plan in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31,
2006, for a discussion of our Margin Stabilization Plan.

Revenues from sales to our member distribution cooperatives by formulary rate
component and our average costs to our member distribution cooperatives in MWh for the three and six months ended June 30, 2007 and 2006, were as follows:



|                                                              |  |                            |         |                          |   |         |  |      |         |  |   |        
|------------------------------------------------------------- |  | -------------------------- | ------- | ------------------------ | - | ------- |  | ---- | ------- |  | - | -------
|                                                              |  | Three Months EndedJune 30, |         | Six Months EndedJune 30,
|                                                              |  | 2007                       |         | 2006                     |   | 2007    |  | 2006
|                                                              |  | (in thousands)             |         | (in thousands)          
|Revenues from sales to member distribution cooperatives:      |  |                            |         |                          |   |         |  |      |         |  |   |        
|Base energy revenues                                          |  | $                          | 47,875  |                          | $ | 44,131  |  | $    | 103,500 |  | $ | 94,360 
|Fuel factor adjustment revenues                               |  |                            | 94,268  |                          |   | 72,261  |  |      | 192,949 |  |   | 140,597
|                                                              |  |                            |         |                          |   |         |  |      |         |  |   |        
|Total energy revenues                                         |  |                            | 142,143 |                          |   | 116,392 |  |      | 296,449 |  |   | 234,957
|Demand (capacity) revenues                                    |  |                            | 57,293  |                          |   | 55,390  |  |      | 111,606 |  |   | 113,640
|                                                              |  |                            |         |                          |   |         |  |      |         |  |   |        
|Total revenues from sales to member distribution cooperatives |  | $                          | 199,436 |                          | $ | 171,782 |  | $    | 408,055 |  | $ | 348,597
|                                                              |  |                            |         |                          |   |         |  |      |         |  |   |        
|                                                              |  |                            |         |                         
|Average costs to member distribution cooperatives (per MWh)   |  | $                          | 75.09   |                          | $ | 70.07   |  | $    | 71.03   |  | $ | 66.46  

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

Three and Six Months Ended June 30, 2007 compared to Three and Six Months ended June 30, 2006:

Total revenues from sales to our member distribution cooperatives for the three and six months ended June 30, 2007, increased $27.7 million, or 16.1%, and increased $59.5 million, or 17.1%, respectively, as
compared to the same periods in 2006 primarily as a result of our higher energy rates and increased energy sales volume.

Our total average
energy rate (including our base energy rate and our fuel factor adjustment rate) was 12.7% and 15.2% higher during the three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006. We increased our fuel factor
adjustment rate effective October 1, 2006, and April 1, 2007, resulting in an increase to our total energy



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rate of approximately 5.2% and 7.2%, respectively. These increases were implemented due to our continued rising fuel and purchased power costs and
differences between actual costs incurred and anticipated costs upon which our rates were based. Our energy sales volume increased 8.3% and 9.5% for three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006
as a result of increased requirements for power by our member distribution cooperatives consumers.

The capacity costs we incurred,
and thus the capacity-related revenues we reflected pursuant to the formulary rate, increased $1.9 million, or 3.4%, for the three months ended June 30, 2007, as compared to the same period in 2006, primarily related to increased purchased
power costs and operations and maintenance costs. The capacity costs we incurred for the six months ended June 30, 2007, decreased $2.0 million, or 1.8%, primarily related to decreased transmission charges, partially offset by increased
purchased power costs. Our operations and maintenance expense increased $3.4 million, or 35.3%, and $5.3 million, or 30.0%, during the three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006, related to
the scheduled maintenance at our generating facilities. Additionally, effective April 1, 2006, we decreased the demand component of our rate approximately 1.8% in accordance with the budget that our board of directors approved in December 2005.
Increases or decreases in our budget automatically amend the demand component of our formulary rate.

Our average costs to member
distribution cooperatives per MWh increased $5.02, or 7.2%, and $4.57, or 6.9%, per MWh, for the three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006, primarily as a result of the increase in our
total energy rates related to increased fuel and purchased power costs.

On April 10, 2007, our board of directors approved an
increase to our fuel factor adjustment rate, resulting in an increase to our total energy rate of approximately 7.2% effective April 1, 2007. This increase was implemented due to our continued rising energy costs and differences between actual
costs incurred and anticipated costs upon which our rates were based.

Sales to Non-Members.Sales to non-members consist of
sales of excess purchased energy and sales of excess generated energy. We primarily sell excess energy to PJM Interconnection, LLC (PJM) under its rates for providing energy imbalance services. Non-member revenue increased by $13.0
million or 91.8%, and $6.5 million, or 15.8%, in the three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006. The increase in non-member revenue for the three and six months ended June 30, 2007, is
primarily due to an increase in the volume of excess energy sales. The volume of excess energy sales increased 83.8% and 23.2% for the three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006. Excess
energy, which is sold to third parties, is the result of changes in our purchased power portfolio, differences between actual and forecasted energy needs, as well as changes in market conditions.

Operating Expenses

We supply
our member distribution cooperatives power requirements, consisting of capacity requirements and energy requirements, through (i) our interests in electric generating facilities which consist of a 50% interest in Clover, an 11.6% interest
in North Anna, our Louisa combustion turbine facility (Louisa), our Marsh Run combustion turbine facility (Marsh Run), our Rock Springs combustion turbine facility (Rock Springs), and our distributed generation
facilities, and (ii) long-term and short-term physically-delivered forward power purchase contracts and spot purchases of power in the open market. Our energy supply for the three and six months ended June 30, 2007 and 2006, was as
follows:



|                       |  |                             |  |       |                           |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|---------------------- |  | --------------------------- |  | ----- | ------------------------- |  | --------- | ---- | ----- | - | ---- | --------- |  | ----- | - |  | --------- |  | ----- | -
|                       |  | Three Months Ended June 30, |  |       | Six Months Ended June 30, | 
|                       |  | 2007                        |  |       | 2006                      |  |           | 2007 |       |   | 2006 |          
|                       |  | (in MWh and percentages)    |  |       | (in MWh and percentages)  | 
|Generated:             |  |                             |  |       |                           |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Clover                 |  | 735,895                     |  | 22.7  | %                         |  | 830,456   |      | 29.9  | % |      | 1,619,615 |  | 23.7  | % |  | 1,737,264 |  | 28.4  | %
|North Anna             |  | 399,557                     |  | 12.3  |                           |  | 439,757   |      | 15.8  |   |      | 819,576   |  | 12.0  |   |  | 828,251   |  | 13.5  |  
|Louisa                 |  | 26,564                      |  | 0.8   |                           |  | 28,909    |      | 1.0   |   |      | 39,800    |  | 0.6   |   |  | 29,684    |  | 0.5   |  
|Marsh Run              |  | 35,185                      |  | 1.1   |                           |  | 31,144    |      | 1.1   |   |      | 67,489    |  | 1.0   |   |  | 32,694    |  | 0.5   |  
|Rock Springs           |  | 15,723                      |  | 0.5   |                           |  | 4,409     |      | 0.2   |   |      | 16,532    |  | 0.2   |   |  | 4,409     |  | 0.1   |  
|Distributed generation |  | 44                          |  |      |                           |  | 106       |      |      |   |      | 157       |  |      |   |  | 106       |  |      |  
|                       |  |                             |  |       |                           |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Total generated        |  | 1,212,968                   |  | 37.4  |                           |  | 1,334,781 |      | 48.0  |   |      | 2,563,169 |  | 37.5  |   |  | 2,632,408 |  | 43.0  |  
|                       |  |                             |  |       |                           |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|                       |  |                             |  |       |                           |  |           |     
|Purchased:             |  |                             |  |       |                           |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Total purchased        |  | 2,029,803                   |  | 62.6  |                           |  | 1,447,577 |      | 52.0  |   |      | 4,276,301 |  | 62.5  |   |  | 3,493,516 |  | 57.0  |  
|                       |  |                             |  |       |                           |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  
|Total available energy |  | 3,242,771                   |  | 100.0 | %                         |  | 2,782,358 |      | 100.0 | % |      | 6,839,470 |  | 100.0 | % |  | 6,125,924 |  | 100.0 | %
|                       |  |                             |  |       |                           |  |           |      |       |   |      |           |  |       |   |  |           |  |       |  



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We satisfy the majority of our member distribution cooperatives capacity requirements and a portion
of their energy requirements through our ownership interests in Clover, North Anna, Louisa, Marsh Run and Rock Springs. We purchase capacity and energy from the market to supply the remaining needs of our member distribution cooperatives.

Our operating expenses are significantly affected by the extent to which we purchase power and, relatedly, the availability of our base
load generating facilities, Clover and North Anna. Base load generating facilities, particularly nuclear power plants such as North Anna, generally have relatively high fixed costs. Nuclear facilities operate with relatively low variable costs due
to lower fuel costs and technological efficiencies. In addition, coal-fired facilities also have relatively low variable costs, as compared to combustion turbine facilities such as Louisa, Marsh Run and Rock Springs. Owners of power plants incur the
fixed costs of these facilities whether or not the units operate. When either Clover or North Anna is off-line, we must purchase replacement energy from either Virginia Electric & Power Company (Virginia Power) or from the
market. As a result, our operating expenses, and consequently our rates to our member distribution cooperatives, are more significantly affected by the operations of Clover and North Anna than by our combustion turbine facilities. Our combustion
turbine facilities have relatively low fixed costs and greater operational flexibility; however, they are more expensive to operate; and as a result, we will operate them only when the market price of energy makes their operation economical or when
their operation is required by PJM for system reliability purposes. The output of Clover and North Anna for the three and six months ended June 30, 2007 and 2006, as a percentage of the maximum net dependable capacity rating of the facilities
was as follows:



|         |  |                            |   |  |                          |   |  |                             |   |  |                           |   |  |       |   |  |      |   |  |      |   |  |       |  
|-------- |  | -------------------------- | - |  | ------------------------ | - |  | --------------------------- | - |  | ------------------------- | - |  | ----- | - |  | ---- | - |  | ---- | - |  | ----- | -
|         |  | Clover                     |   |  | North Anna               |  
|         |  | Three Months EndedJune 30, |   |  | Six Months EndedJune 30, |   |  | Three Months Ended June 30, |   |  | Six Months Ended June 30, |  
|         |  | 2007                       |   |  | 2006                     |   |  | 2007                        |   |  | 2006                      |   |  | 2007  |   |  | 2006 |   |  | 2007 |   |  | 2006  |  
|Unit 1   |  | 76.4                       | % |  | 87.2                     | % |  | 85.4                        | % |  | 91.7                      | % |  | 100.1 | % |  | 89.2 | % |  | 99.6 | % |  | 79.1  | %
|Unit 2   |  | 75.4                       |   |  | 88.0                     |   |  | 84.5                        |   |  | 92.0                      |   |  | 71.3  |   |  | 99.8 |   |  | 77.6 |   |  | 100.3 |  
|Combined |  | 75.9                       |   |  | 87.6                     |   |  | 85.0                        |   |  | 91.9                      |   |  | 85.7  |   |  | 94.5 |   |  | 88.6 |   |  | 89.7  |  

Clover.During the three and six months ended June 30, 2007, Clover
Units 1 and 2 were off-line for 14 days and 13 days, respectively, for scheduled maintenance outages. During the three and six months ended June 30, 2006, Clover Units 1 and 2 were each off-line for 5 days for scheduled maintenance outages.
Clover Units 1 and 2 experienced minor unscheduled outages for the three and six months ended June 30, 2007 and 2006.

North
Anna.On March 18, 2007, North Anna Unit 2 was taken off-line for a scheduled refueling and maintenance outage and was returned to service on April 22, 2007. North Anna Units 1 and 2 experienced minor unscheduled outages
during the six months ended June 30, 2007. On March 12, 2006, North Anna Unit 1 was taken off-line for a scheduled refueling and maintenance outage and was returned to service on April 10, 2006. North Anna Unit 1 experienced minor
unscheduled outages during the six months ended June 30, 2006. North Anna Unit 2 did not experience any outages during the three and six months ended June 30, 2006.



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Combustion turbine facilities.During the three and six months ended June 30, 2007,
and 2006, the operational availability of Louisa, Marsh Run and Rock Springs was as follows:



|             |  |                    |   |  |                  |   |  |      |   |  |      |  
|------------ |  | ------------------ | - |  | ---------------- | - |  | ---- | - |  | ---- | -
|             |  | Three Months Ended |   |  | Six Months Ended |  
|             |  | June 30,           |   |  | June 30,         |  
|             |  | 2007               |   |  | 2006             |   |  | 2007 |   |  | 2006 |  
|Louisa       |  | 89.3               | % |  | 99.8             | % |  | 94.1 | % |  | 99.6 | %
|Marsh Run    |  | 96.3               |   |  | 100.0            |   |  | 98.0 |   |  | 99.6 |  
|Rock Springs |  | 98.1               |   |  | 87.3             |   |  | 98.9 |   |  | 89.4 |  

The components of our operating expenses for the three and six months ended June 30, 2007 and
2006, were as follows:



|                                                  |  |                            |         |                           |   |         |  |   |         |   |  |   |         |  
|------------------------------------------------- |  | -------------------------- | ------- | ------------------------- | - | ------- |  | - | ------- | - |  | - | ------- | -
|                                                  |  | Three Months EndedJune 30, |         | Six Months Ended June 30, |  
|                                                  |  | 2007                       |         | 2006                      |   | 2007    |  |   | 2006    |  
|                                                  |  | (in thousands)             |         | (in thousands)            |  
|Fuel                                              |  | $                          | 29,424  |                           | $ | 30,835  |  | $ | 62,517  |   |  | $ | 55,300  |  
|Purchased power                                   |  |                            | 139,140 |                           |   | 88,757  |  |   | 305,456 |   |  |   | 250,121 |  
|Deferred energy                                   |  |                            | 9,213   |                           |   | 18,948  |  |   | (6,906  | ) |  |   | (8,734  | )
|Operations and maintenance                        |  |                            | 12,961  |                           |   | 9,578   |  |   | 22,937  |   |  |   | 17,638  |  
|Administrative and general                        |  |                            | 8,521   |                           |   | 9,062   |  |   | 16,613  |   |  |   | 17,349  |  
|Depreciation, amortization and decommissioning    |  |                            | 9,407   |                           |   | 9,634   |  |   | 18,824  |   |  |   | 19,294  |  
|Amortization of regulatory asset/(liability), net |  |                            | 712     |                           |   | 498     |  |   | 893     |   |  |   | 693     |  
|Accretion of asset retirement obligations         |  |                            | 733     |                           |   | 651     |  |   | 1,465   |   |  |   | 1,302   |  
|Taxes, other than income taxes                    |  |                            | 1,804   |                           |   | 1,553   |  |   | 3,634   |   |  |   | 3,113   |  
|                                                  |  |                            |         |                           |   |         |  |   |         |   |  |   |         |  
|Total Operating Expenses                          |  | $                          | 211,915 |                           | $ | 169,516 |  | $ | 425,433 |   |  | $ | 356,076 |  
|                                                  |  |                            |         |                           |   |         |  |   |         |   |  |   |         |  

Aggregate operating expenses increased $42.4 million, or 25.0%, and $69.4 million, or 19.5%, for
the three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006, primarily due to changes in purchased power expense, deferred energy, operations and maintenance expense and fuel expense.

Purchased power expense increased $50.4 million, or 56.8%, and $55.3 million, or 22.1%, for the three and six months ended June 30, 2007,
respectively, as compared to the same periods in 2006, primarily due to an increase in the volume of purchased power. For the three and six months ended June 30, 2007, the volume of purchased power increased 40.2% and 22.4%, respectively. For
the three months ended June 30, 2007, purchased power expense increased due to an increase in the average cost of purchased power. During a portion of the six months ended June 30, 2007, our Clover units and North Anna Unit 2 were not
available due to scheduled maintenance and refueling outages; therefore increasing our volume of purchased power. The increase in the average cost of purchased power is reflective of the timing of our forward purchases relative to the prevailing
market prices at the time of those purchases. For the three months ended June 30, 2007, the average cost of purchased power increased 11.8% as compared to the same period in 2006. For the six months ended June 30, 2007, the average cost of
purchased power remained relatively flat as compared to the same period in 2006.

Deferred energy expense decreased $9.7 million, or 51.4%,
and increased $1.8 million, or 20.9%, for the three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006. During the three months ended June 30, 2007, we over-collected $9.2 million in energy costs;
whereas in the three months ended June 30, 2006, we over-collected $18.9 million in energy costs. During the six months ended June 30, 2007, we under-collected $6.9 million in energy costs as compared to an under-collection of $8.7 million
for the same period in 2006. At June 30, 2007 and 2006, we had an under-collected deferred energy balance of $21.8 million and $30.1 million, respectively.

Operations and maintenance expense increased $3.4 million, or 35.3%, and $5.3 million, or 30.0%, for the three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006. The
increase in operations and maintenance expense was primarily related to the scheduled maintenance outages at Clover and North Anna.



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Fuel expense was relatively flat for the three months ended June 30, 2007, as compared to the same
period in 2006. Fuel expense increased $7.2 million, or 13.1%, for the six months ended June 30, 2007, as compared to the same period in 2006, primarily due to the increased operation of our combustion turbine facilities.

Other Items

Investment
Income.Investment income increased $1.5 million, or 73.0%, and $2.5 million, or 59.1%, for the three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006, primarily due to income earned on
our increased average balances in cash and temporary investments.

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

The major components of
interest charges, net for the three and six months ended June 30, 2007 and 2006, were as follows:



|                                                      |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|----------------------------------------------------- |  | --------------------------- | ------- | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                      |  | Three Months Ended June 30, |         |   | Six Months Ended June 30, |  
|                                                      |  | 2007                        |         |   | 2006                      |   |         | 2007 |  |   | 2006    |  
|                                                      |  | (in thousands)              |         |   | (in thousands)            |  
|Interest expense on long-term debt                    |  | $                           | (13,623 | ) |                           | $ | (13,974 | )    |  | $ | (27,236 | ) |  | $ | (27,869 | )
|Other                                                 |  |                             | (1,661  | ) |                           |   | (1,199  | )    |  |   | (3,214  | ) |  |   | (2,255  | )
|                                                      |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Total Interest Charges                                |  |                             | (15,284 | ) |                           |   | (15,173 | )    |  |   | (30,450 | ) |  |   | (30,124 | )
|Allowance for borrowed funds used during construction |  |                             | 83      |   |                           |   | 25      |      |  |   | 163     |   |  |   | 54      |  
|                                                      |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Interest Charges, net                                 |  | $                           | (15,201 | ) |                           | $ | (15,148 | )    |  | $ | (30,287 | ) |  | $ | (30,070 | )
|                                                      |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  

Interest charges, net remained relatively flat for the three and six months ended June 30,
2007, as compared to the same periods in 2006. Other interest expense increased $0.5 million and $1.0 million for the three and six months ended June 30, 2007, respectively, as compared to the same periods in 2006 primarily as a result of
accrued interest related to our dispute with Norfolk Southern.

Net Margin.Our net margin, which is a function of our
total interest charges, remained relatively flat for the three and six months ended June 30, 2007, as compared to the same periods in 2006.

Financial Condition

The principal changes in our financial condition from December 31, 2006 to June 30, 2007,
were caused by increases in investmentsother and accounts payablemembers, partially offset by decreases in accounts receivabledeposits, and regulatory assets. Investmentsother increased $28.4 million related to the return of
$23.6 million in collateral we were required to post with our counterparties at December 31, 2006, and additional cash invested due to higher member prepayment balances and our margin stabilization balance. Accounts payablemembers
increased $20.6 million primarily as a result of an increased margin stabilization adjustment in 2007 as compared to the same period in 2006 as well as an increase in member prepayments. Accounts receivabledeposits decreased $23.6 million
related to the return to us of collateral posted due to changes in energy prices. Regulatory assets decreased $12.5 million primarily due to the change in the fair value of our derivatives.

Liquidity and Capital Resources

Operations. Historically, our operating cash flows have been sufficient to meet our short- and long-term capital expenditures related to our existing generating facilities, our debt service requirements, and our ordinary
business operations. Our operating activities provided cash flow of $97.8 million during the first six months of 2007. During the first six months of 2006, our cash needs exceeded our cash flows from operating activities by $33.6 million. Operating
activities during the six months of 2007 were primarily impacted by the change in current liabilities, current assets, and regulatory assets and liabilities. Current liabilities changed $36.0 million primarily as a result of increased accounts
payablemembers related to the change in the margin stabilization adjustment and increased prepayment balances. Current assets changed $26.6 million primarily due to the return to us of $23.6 million in collateral we were required to post as of
December 31, 2006. Regulatory assets and liabilities changed $13.4 million primarily due to the change in the fair value of our derivatives.



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Financing Activities.In addition to liquidity from our operating activities, we maintain
committed lines of credit and revolving credit facilities to cover short-term and medium-term funding needs. Effective June 18, 2007, we terminated our $25.0 million CoBank, ACB (CoBank) line of credit but increased our $50.0
million CoBank revolving credit facility by $25.0 million. As a result, as of June 30, 2007, our total lines of credit decreased from $180.0 million to $155.0 million, and our total revolving credit facilities increased from $100.0 million to
$125.0 million.

At June 30, 2007 and 2006, we had no short-term borrowings or letters of credit outstanding under any of these
arrangements. We expect the working capital lines of credit and revolving credit facilities to be renewed as they expire.

Investing
Activities.Investing activities in the first six months of 2007 were primarily impacted by activity related to available for sale securities, interest earned on investmentsother and cash and cash equivalents, as well as electric plant
additions for our generating facilities.



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OLD DOMINION ELECTRIC COOPERATIVE

ITEM 3. QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

No
material changes occurred in our exposure to market risk during the second quarter of 2007.

ITEM 4. CONTROLS AND PROCEDURES

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



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##### Table of Contents

OLD DOMINION ELECTRIC COOPERATIVE

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NOVEC

In the legal proceedings related to Northern Virginia Electric Cooperative (NOVEC), on July 6, 2007, FERC filed its brief with the United States Court of Appeals for the District of Columbia in
response to NOVECs May 7, 2007 brief. We filed an intervenors brief on July 23, 2007, and NOVEC has until August 21, 2007, to file its reply brief. All parties are required to file final briefs by September 11, 2007.
Once the court has reviewed the briefs, if it determines that oral arguments are necessary, a date will be set for such a hearing. For further description of our legal proceedings related to NOVEC, see Part I, Item 3 of our 2006 Annual Report
on Form 10-K.

Norfolk Southern Railway Company

In our legal proceedings related to Norfolk Southern Railway Company (Norfolk Southern), on May 11, 2007, the Supreme Court of Virginia issued an order dismissing Norfolk Southerns motion to dismiss for lack of
jurisdiction and dismissing our petition for appeal because there is not a final appealable order. The case was returned to the Circuit Court of Halifax County, Virginia. On June 11, 2007, we, along with Virginia Power, filed a motion to vacate
the order and schedule a status conference. On June 26, 2007, Norfolk Southern filed a motion for a status conference and a brief in opposition to our motion to vacate the order. We are currently awaiting the courts decision. For further
description of our legal proceedings related to Norfolk Southern, see Part I, Item 3 of our 2006 Annual Report on Form 10-K.

Ragnar Benson

In our legal proceedings against Ragnar Benson, Inc. (RBI), on April 12, 2007, the court entered its final order awarding
us a total of $7.6 million plus interest on the principal judgment from October 25, 2005, and interest on attorneys fees from September 15, 2006. On April 23, 2007, we filed an amended complaint against Seaboard Surety Company
(Seaboard) to take into consideration the final order entered by the court on April 12, 2007 with respect to RBI. Seaboard filed a counterclaim and on May 31, 2007, we filed an answer as well as a motion to dismiss
Seaboards counterclaim. A trial has been scheduled for October 2007. Seaboard filed a motion to request delay of the trial. We are currently awaiting the courts decision. We intend to enforce the courts rulings against RBI, to the
extent permitted by its bankruptcy proceedings, and against Seaboard. For further description of our legal proceedings related to RBI, see Part I, Item 3 of our 2006 Annual Report on Form 10-K.

FERC Proceedings Related to Potential Reorganization

On June 7, 2007, FERC issued its order denying NOVECs request for rehearing and upheld
its approval of the proposed assignment to New Dominion Energy Cooperative of ODECs Amended and Restated Wholesale Power Contracts with its member distribution cooperatives. For further description of our legal proceedings related to the FERC
Proceedings Related to Potential Reorganization, see Part II, Item 1 of our 2007 1stQuarter Form 10-Q and Part I, Item 3 of our 2006 Annual
Report on Form 10-K.

Other Matters

Other than legal proceedings arising out of the ordinary course of business, which management believes will not have a material adverse impact on our results of operations or financial condition, there is no other litigation pending or
threatened against us. See Legal Proceedings in Part II, Item 1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should
carefully consider the factors discussed in Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2006, which could affect our business, financial condition or future results. The
risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial
condition and/or operating results.



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ITEM 5. OTHER INFORMATION

On May 17, 2006, President Bush signed into law an act entitled the
Tax Increase Prevention and Reconciliation Act of 2005 (the 2005 Tax Act). Among other provisions, the 2005 Tax Act imposes an excise tax on certain types of leasing transactions entered into by tax-exempt entities. See
Item 2, Properties, in our 2006 Annual Report on Form 10-K. We have calculated our estimate of the potential impact utilizing the proposed temporary guidance that was issued on July 5, 2007, and have determined that we do not need to
record a liability based on our understanding of the guidance. However, if and when further guidance is issued, our potential liability under the 2005 Tax Act may change.

On June 13, 2007, in connection with the planned acquisition of distribution assets and additional service territory on the Delmarva Peninsula by one of our member distribution cooperatives, A&N Electric
Cooperative, we executed a Purchase and Sale Agreement to acquire the associated 100 miles of 69 kV transmission assets for approximately $4.8 million from Delmarva Power and Light Company. We currently are seeking required regulatory approvals.



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ITEM 6. EXHIBITS



|     |  |                                                                          
|---- |  | -------------------------------------------------------------------------
|31.1 |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)  
|     | 
|31.2 |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)  
|     | 
|32.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. § 1350
|     | 
|32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350



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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 10, 2007 |  | /s/ Robert L. Kees                               
|                      |  | Robert L. Kees                                   
|                      |  | Senior Vice President and Chief Financial Officer
|                      |  | (Principal Financial and Accounting Officer)     



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EXHIBIT INDEX



|               |  |                                                                          
|-------------- |  | -------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                   
|31.1           |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)  
|               | 
|31.2           |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)  
|               | 
|32.1           |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. § 1350
|               | 
|32.2           |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350



23