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

                                    FORM 10-Q

(Mark One)

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

                  For the quarterly period ended March 31, 1999

                                       or

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

              For the transition period from _______ to __________

                         Commission file number 33-46795

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


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

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

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

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

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

<PAGE>

                        OLD DOMINION ELECTRIC COOPERATIVE

                                      INDEX


                                                                          Page
                                                                         Number
                                                                         ------


PART I.  Financial Information


Item 1.   Financial Statements

             Consolidated Balance Sheets - March 31, 1999 (Unaudited)
               and December 31, 1998                                         3

             Consolidated Statements of Revenues, Expenses and
               Patronage Capital (Unaudited) - Three Months Ended
               March 31, 1999 and 1998                                       5

             Consolidated Statements of Comprehensive Income (Unaudited) -
               Three Months Ended March 31, 1999 and 1998                    6

             Consolidated Statements of Cash Flows (Unaudited) - Three
               Months Ended March 31, 1999 and 1998                          7

             Notes to Consolidated Financial Statements                      8



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


PART II.  Other Information


Item 1.   Legal Proceedings                                                 18

Item 6.   Exhibits and Reports on Form 8-K                                  18

Signature                                                                   19

Exhibit Index                                                               20



<PAGE>



                        OLD DOMINION ELECTRIC COOPERATIVE
                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        MARCH 31,               DECEMBER 31,
                                                                          1999                    1998
                                                                     ----------------       -----------------
                                                                                  (In Thousands)
<S>                                                                   <C>                   <C>
ASSETS:                                                                   (unaudited)                     (*)
Electric Plant:
       In service                                                          $ 885,615               $ 885,551
       Less accumulated depreciation                                        (161,368)               (140,574)
                                                                     ----------------       -----------------
                                                                             724,247                 744,977
       Nuclear fuel, at amortized cost                                         6,888                   8,398
       Construction work in progress                                          13,816                  13,591
                                                                     ----------------       -----------------
              Net Electric Plant                                             744,951                 766,966
                                                                     ----------------       -----------------
Investments and Funds:
       Nuclear decommissioning trust fund                                     52,685                  51,964
       Restricted investments                                                119,598                 120,391
       Other investments                                                      38,139                  38,689
                                                                     ----------------       -----------------
              Total Investments and Funds                                    210,422                 211,044
                                                                     ----------------       -----------------
Current Assets:
       Cash and cash equivalents                                             127,668                  82,382
       Receivables                                                            33,374                  37,367
       Fuel stock                                                              3,701                   3,460
       Materials and supplies, at average cost                                 5,957                   5,831
       Prepayments                                                             2,564                   2,533
                                                                     ----------------       -----------------
              Total Current Assets                                           173,264                 131,573
                                                                     ----------------       -----------------
Deferred Charges:
       Regulatory assets                                                       3,164                   4,643
       Other                                                                  11,980                  12,318
                                                                     ----------------       -----------------
              Total Deferred Charges                                          15,144                  16,961
                                                                     ----------------       -----------------
                     Total Assets                                        $ 1,143,781             $ 1,126,544
                                                                     ================       =================
</TABLE>


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

(*) The Consolidated Balance Sheet at December 31, 1998, has been taken from the
    audited financial statements at that date, but does not include all
    disclosures required by generally accepted accounting principles.

<PAGE>
                        OLD DOMINION ELECTRIC COOPERATIVE

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        MARCH 31,             DECEMBER 31,
                                                                          1999                    1998
                                                                     ----------------       -----------------
                                                                                  (In Thousands)
<S>                                                                  <C>                    <C>
CAPITALIZATION AND LIABILITIES:                                           (Unaudited)                     (*)
Capitalization:
       Patronage capital                                                   $ 209,338               $ 206,530
       Accumulated other comprehensive income                                    156                     697
       Long-term debt                                                        585,224                 584,630
                                                                     ----------------       -----------------
              Total Capitalization                                           794,718                 791,857
                                                                     ----------------       -----------------

Current Liabilities:
       Long-term debt due within one year                                     29,590                  29,590
       Accounts payable                                                       18,890                  19,007
       Accounts payable - Member deposits                                     41,851                  42,204
       Deferred energy                                                         5,374                   2,366
       Accrued interest                                                       15,373                   3,839
       Accrued taxes                                                             939                     212
       Other                                                                   2,924                   2,463
                                                                     ----------------       -----------------
              Total Current Liabilities                                      114,941                  99,681
                                                                     ----------------       -----------------
Deferred Credits and Other Liabilities:
       Decommissioning reserve                                                52,685                  51,964
       Deferred credits                                                       57,995                  58,684
       Obligations under long-term leases                                    122,698                 123,614
       Other                                                                     744                     744
                                                                     ----------------       -----------------
              Total Deferred Charges and Other Liabilities                   234,122                 235,006
                                                                     ----------------       -----------------
Committments and Contingencies                                                     -                       -
                                                                     ----------------       -----------------
                    Total Capitalization and Liabilities                 $ 1,143,781             $ 1,126,544
                                                                     ================       =================
</TABLE>


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

(*) The Consolidated Balance Sheet at December 31, 1998, has been taken from the
    audited financial statements at that date, but does not include all
    disclosures required by generally accepted accounting principles.

<PAGE>
                        OLD DOMINION ELECTRIC COOPERATIVE

                      CONSOLIDATED STATEMENTS OF REVENUES,
                   EXPENSES AND PATRONAGE CAPITAL (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED
                                                                                    MARCH 31,
                                                                     ----------------------------------------
                                                                          1999                    1998
                                                                     ----------------       -----------------
                                                                                 (In Thousands)
<S>                                                                 <C>                    <C>
Operating Revenues:
       Sales to members                                                    $ 106,263                $ 85,675
       Sales to non-member                                                        55                     172
                                                                     ----------------       -----------------
                                                                             106,318                  85,847
                                                                     ----------------       -----------------
Operating Expenses:
       Operation:
              Fuel                                                            10,953                  10,979
              Purchased power                                                 45,114                  36,116
              Other                                                            6,215                   5,749
                                                                     ----------------       -----------------
                                                                              62,282                  52,844
       Maintenance                                                             2,291                   1,838
       Administrative and general                                              3,961                   3,791
       Depreciation and amortization                                          20,964                  12,100
       Amortization of lease gains                                              (689)                   (689)
       Decommissioning cost                                                      170                     170
       Taxes other than income taxes                                           1,881                   1,857
                                                                     ----------------       -----------------
                     Total Operating Expenses                                 90,860                  71,911
                                                                     ----------------       -----------------
Operating Margin                                                              15,458                  13,936
                                                                     ----------------       -----------------
Other Income, net                                                                 50                     574
                                                                     ----------------       -----------------
Investment Income:
       Interest                                                                1,198                     960
       Other                                                                      80                      94
                                                                     ----------------       -----------------
                     Total Investment Income                                   1,278                   1,054
                                                                     ----------------       -----------------
Interest Charges:
       Interest on long-term debt, net                                        14,013                  12,995
       Other                                                                      33                      63
       Allowance for borrowed funds used during construction                     (70)                   (104)
                                                                     ----------------       -----------------
                     Net Interest Charges                                     13,976                  12,954
                                                                     ----------------       -----------------
                            Net Margin                                         2,810                   2,610
Patronage Capital-beginning of period                                        206,528                 197,552
Capital Credit Payments                                                            -                  (3,116)
                                                                     ----------------       -----------------
Patronage Capital-end of period                                            $ 209,338               $ 197,046
                                                                     ================       =================
</TABLE>



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

<PAGE>
                        OLD DOMINION ELECTRIC COOPERATIVE

                 STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

                                                     THREE MONTHS ENDED
                                                          MARCH 31,
                                               ------------------------------
                                                    1999            1998
                                               ---------------- -------------
                                                        (In Thousands)
Net Margin                                           $ 2,810         $ 2,610
Other comprehensive income:
     Unrealized gains on investments                     156             334
                                               -------------- ---------------
Comprehensive income                                 $ 2,966         $ 2,944
                                               ============== ===============



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

<PAGE>
                        OLD DOMINION ELECTRIC COOPERATIVE

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                               THREE MONTHS ENDED
                                                                                    MARCH 31,
                                                                     ----------------------------------------
                                                                          1999                    1998
                                                                     ----------------       -----------------
                                                                                 (In Thousands)
<S>                                                                  <C>                     <C>
Cash From Operating Activities:
     Net margin                                                              $ 2,810                 $ 2,610
     Adjustments to reconcile net margin to net cash provided
              by operating activities:
          Depreciation and amortization                                       20,964                  12,100
          Other non-cash charges                                               3,953                   2,078
          Decommissioning cost                                                   170                     170
          Amortization of lease obligations                                    2,172                   2,082
          Gain from lease transactions                                          (689)                   (689)
          Changes in Current Assets and Current Liabilities:
               Change in current assets                                        3,595                   2,987
               Change in current liabilities                                  15,260                  22,943
     Deferred charges                                                           (319)                   (100)
     Other assets                                                                287                      87
                                                                     ----------------       -----------------
                Net Cash Provided by Operating Activities                     48,203                  44,268
                                                                     ----------------       -----------------
Cash From Financing Activities:
     Reduction in obligations under long-term leases                            (175)                   (161)
     Payment of long-term debt                                                     -                    (581)
     Payment of capital credits                                                    -                  (3,116)
                                                                     ----------------       -----------------
                Net Cash Used in Financing Activities                           (175)                 (3,858)
                                                                     ----------------       -----------------
Cash From Investing Activities:
     Electric plant additions                                                   (455)                 (3,453)
     Decommissioning fund deposits                                              (170)                   (170)
     Restricted investments                                                   (2,121)                 (2,030)
     Other investments                                                             9                  (2,942)
     Retirement work in progress                                                  (5)                    (23)
                                                                     ----------------       -----------------
                Net Cash Provided by (Used in) Investing Activities           (2,742)                 (8,618)
                                                                     ----------------       -----------------
                Net Increase in Cash and Cash Equivalents                     45,286                  31,792
Cash and Cash Equivalents - Beginning of Period                               82,382                  61,740
                                                                     ----------------       -----------------
Cash and Cash Equivalents - End of Period                                  $ 127,668                $ 93,532
                                                                     ================       =================
</TABLE>

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

<PAGE>




                               OLD DOMINION ELECTRIC COOPERATIVE

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   In the opinion of the management of Old Dominion Electric Cooperative ("Old
     Dominion"),  the accompanying  unaudited  consolidated financial statements
     contain all adjustments,  which include only normal recurring  adjustments,
     necessary for a fair  statement of Old  Dominion's  consolidated  financial
     position as of March 31, 1999, and its consolidated  results of operations,
     comprehensive  income and cash flows for the three  months  ended March 31,
     1999 and 1998. The consolidated  results of operations for the three months
     ended March 31, 1999, are not  necessarily  indicative of the results to be
     expected for the entire year. These financial  statements should be read in
     conjunction with the financial statements and notes thereto included in Old
     Dominion's  1998 Annual Report on Form 10-K filed with the  Securities  and
     Exchange Commission.

2.   On  October  14,  1997,  Old  Dominion's  Board  of  Directors  approved  a
     resolution  adopting certain strategic  objectives designed to mitigate the
     effects of the transition to a competitive electric market ("Strategic Plan
     Initiative").  Subsequently, an independent assessment of the impact on Old
     Dominion  of  transition  to a  competitive  market was  performed  and the
     resulting  recommendations to mitigate the transition effects were approved
     by the Board of  Directors  on July 28,  1998,  and  incorporated  into the
     Strategic Plan  Initiative.  The Strategic Plan Initiative  currently calls
     for the  accumulation  of  approximately  $330.0  million  in cash and cash
     equivalents  from 1998 to 2003 with the funds to be used for the prepayment
     of a portion of outstanding  debt. The Plan will be updated  annually based
     on any revised projections,  projected targets and the status of the Plan's
     objective.   The  Board  of  Directors   will  approve  all   revisions  or
     modifications   to  the  Plan.  In  conjunction  with  the  Strategic  Plan
     Initiative,  Old Dominion has  accelerated the recovery in rates of certain
     assets  aggregating  $40.3 million  through  December 31, 1998.  During the
     first  quarter of 1999,  Old  Dominion  accelerated  the  amortization  and
     recovery  in  rates of a debt  prepayment  premium  in the amount  of $1.7
     million.

     In accordance  with Old Dominion's  Strategic Plan  Initiative,  on May 10,
     1999, Old Dominion's Board of Directors  unanimously  approved a resolution
     to record  accelerated  depreciation  on the North  Anna and  Clover  Power
     Stations  during the period January 1, 1999 through  December 31, 2003, and
     recover the additional  expense through rates pursuant to the comprehensive
     rate  formula  filed with and  approved  by the Federal  Energy  Regulatory
     Commission.  The additional  depreciation  expense to be recorded  annually
     will be equal to  margins  in  excess  of Old  Dominion's  costs  and times
     interest  earned ratio  ("TIER")  requirement  of 1.20, but will not exceed
     budgeted  annual  margins  in  excess  of  costs  and  TIER.  Old  Dominion
     anticipates  recording  additional   depreciation  of  approximately  $43.7
     million  in  1999.  Old  Dominion  recorded  $14.2  million  of  additional
     depreciation  expense  in the  first  quarter  of  1999.  Rates  previously
     approved  by the Board of  Directors  for 1999  were  designed  to  include
     approximately  $45.0  million  of  margins  in  excess  of costs  and TIER.
     Consequently,  the action  undertaken  by the Board of Directors on May 10,
     1999 will not result in a change in rates from those previously planned and
     approved.

     Based on the Strategic Plan Initiative, annual depreciation expense will be
     reduced, beginning in 2004, based on the remaining net book values of North
     Anna  and  Clover  at  December  31,  2003.  Depreciation  expense  will be
     calculated  based on the  straight-line  method over the  remaining  useful
     lives of the plants.

3.   Old Dominion holds an approximate 30% equity interest in CSC Services, Inc.
     ("CSC"),  formed  in  1995  by  Old  Dominion  and  10  of  its  12  member
     distribution  systems  to explore  alternative  business  opportunities  on
     behalf of the  cooperatives.  During 1996,  CSC invested in an  approximate
     one-half  interest in Seacoast  Power LLC,  whose wholly owned  subsidiary,
     Seacoast, Inc. ("Seacoast"), executed a six-month power sales contract with
     INECEL,  the state-owned  electric utility in Ecuador.  Because of contract
     disputes,  INECEL did not pay invoices rendered by Seacoast for energy made
     available under the terms of the power sales contract. Accordingly, in July

<PAGE>

     1996,  Seacoast  filed a $26.0 million  lawsuit in Ecuador  against  INECEL
     seeking  to  recover  amounts  owed under the power  sales  contract,  plus
     damages and fees. A trial date has not been set. In August  1998,  CSC sold
     its interest in Seacoast  Power LLC to the other  participants  in Seacoast
     Power LLC for $100,000.

4.   On May 24,  1996, a default  judgment of  approximately  $27.0  million was
     rendered against  Seacoast  pursuant to a claim filed in the District Court
     of Travis County, Texas, by an entity seeking damages for breach of an oral
     contract by the former owners of Seacoast.  On January 29, 1998,  the Texas
     Court of Appeals  issued an order  affirming the default  judgment  against
     Seacoast but  reversing and remanding the award of any damages as factually
     unsupported.  On March 18, 1998,  Seacoast filed an appeal  challenging the
     refusal  by the Texas  Court of  Appeals  to set aside the  judgment.  That
     appeal was denied.  As a condition  of the sale of its interest in Seacoast
     Power LLC, CSC agreed to fund  approximately  one-half of any further costs
     that may be necessary to defend Seacoast  against this action if the damage
     claim is  pursued.  Management  of CSC  believes  there is no basis for the
     lawsuit and no  additional  amount has been  recorded as a liability by Old
     Dominion.

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

<PAGE>

                        OLD DOMINION ELECTRIC COOPERATIVE

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



     Management's  Discussion and Analysis of Financial Condition and Results of
Operations  contains  forward-looking  statements,  as  defined  by the  Private
Securities  Litigation  Act of 1995,  with respect to matters that could have an
impact  on  future  operations  of Old  Dominion.  These  statements,  based  on
expectations  and  estimates  of  management,   are  not  guarantees  of  future
performance  and are subject to risks,  uncertainties,  and other  factors  that
could cause  actual  results to differ  materially  from those  expressed in the
forward-looking  statements.  These  risks,  uncertainties,  and  other  factors
include,  but are not  limited to:  general  business  conditions,  competition,
federal  and state  regulations,  environmental  issues,  tax  status,  industry
restructuring,  year 2000 readiness of Old Dominion, its Members, and those with
which they  interface and weather.  Given these  uncertainties,  undue  reliance
should not be placed on such forward-looking statements.


RESULTS OF OPERATIONS

OPERATING REVENUES

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

     Sales to a  non-member  represent  sales of excess  energy  from the Clover
Power  Station  ("Clover")  to Virginia  Electric and Power  Company  ("Virginia
Power").  Old  Dominion  is  required  to sell its excess  energy from Clover to
Virginia Power, a non-member.

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

                                                         Three Months
                                                             Ended
                                                           March 31,
                                                        1999 vs 1998
                                                       --------------
                                                       (in thousands)

              Sales to Members:
                Power sales volume                        $16,021
                Blended rates                              (3,286)
                Fuel adjustment revenue                     3,661
                Margin stabilization plan adjustment        4,192
                                                          -------
                                                           20,588
              Sales to non-member                            (117)
                                                          -------
                                                          $20,471
                                                          =======

     The colder  weather in the first  quarter of 1999 as  compared  to the same
period in 1998 resulted in a 12.7% increase in demand sales and a 14.3% increase
in energy  sales.  Old  Dominion's  demand and energy sales for the three months
ended March 31, 1999,  were  4,333,343 MW and 2,198,581 MWh,  respectively.  Old
Dominion's  demand and energy  sales for the three  months ended March 31, 1998,
were 3,668,716 MW and 1,924,132 MWh, respectively.

<PAGE>

     Weather  affects  customer  demand for  electricity.  Hot  summers and cold
winters increase demand while mild weather reduces demand.  The weather's effect
is  measured  using  degree  days.  A degree day is the  difference  between the
average daily  temperature  and a baseline  temperature  of 65 degrees.  Cooling
degree  days  result when the  average  daily  temperature  is above 65 degrees;
heating  degree  days  result when the  average  daily  temperature  is below 65
degrees.  Heating and cooling degree days for the first quarter of 1999 and 1998
were as follows:

                                                         Three Months Ended
                                                   -----------------------------
                                                               March 31,
                                                   -----------------------------
                                                      1999       1998     Normal
                                                   ---------   -------   -------
             Cooling degree days.................        -         31         13
             Percentage change compared to
               prior year........................  (100.00)%   518.96%
             Heating degree days.................    1,944      1,734      1,943
             Percentage change compared to
               prior year........................    12.09%     (6.97)%


OPERATING EXPENSES

OPERATIONS

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

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

     Actual North Anna and Clover  capacity  factors for the first  quarter 1999
and 1998 as compared to the net capacity ratings were as follows:


                                      North Anna                Clover
                                 -------------------       ------------------
                                  Three Months Ended       Three Months Ended
                                       March 31,                March 31,
                                 -------------------       -------------------
                                   1999       1998           1999        1998
                                 --------   --------       -------     -------

          Unit 1                 103.1%        99.8%         76.4%        87.6%
          Unit 2                 100.6         97.0          78.6         58.6
          Combined               101.9         98.4          77.5         73.1%

     North Anna Units 1 and 2 were not off-line during the first quarter of 1999
or 1998. As of March 31, 1999, Unit 1 had been on-line for 175 consecutive  days
and Unit 2 had been on-line for 195 consecutive days.

<PAGE>

     Clover Unit 1 operated for 166 consecutive  days before it was removed from
service on March 19, 1999, to begin a 20-day scheduled  maintenance outage. Unit
2 has been on-line for 53 consecutive days as of March 31, 1999. As of March 31,
1998,  Clover Unit 1 had been on-line 138  consecutive  days.  Clover Unit 2 was
taken  off-line  February 28, 1998,  for a scheduled  chimney liner  replacement
which lasted 60 days.

     In  addition to power  generated  at Clover and North  Anna,  Old  Dominion
purchases  power from Virginia Power,  Public Service  Electric & Gas ("PSE&G"),
Delmarva Power & Light ("Delmarva  Power"),  and others.  Old Dominion's  energy
supply for 1999 and 1998 was as follows:

                                                  Three Months Ended
                                                       March 31,
                                    ----------------------------------------
                                             1999                  1998
                                    ------------------    ------------------
                                        (MWh)                (MWh)

     Clover                            729,219    32.2       689,043    35.2
                                     ---------    ----     ----------   ----
     North Anna                        456,827    20.2%      441,113    22.6%
                                     ---------    ----     ----------   ----
     Purchased Power:
       Virginia Power                  517,836    22.8      397,140     20.3
       PSE&G                           412,792    18.2      285,076     14.6
       Delmarva Power                   62,464     2.8       87,840      4.5
       Conectiv/PPL                     30,566     1.3            -       -
       Other                            56,678     2.5       54,872      2.8
                                     --------- -------    ---------   ------
          Total Purchased Power      1,080,336    47.6      824,928     42.2
                                     ---------  ------    ---------   ------
         Total Available Energy      2,266,382   100.0%   1,955,084    100.0%
                                     =========   =====    =========    =====


      An increase in demand and energy sales combined with increased  production
at Clover and North Anna  resulted in an increase in  operating  expenses in the
first  quarter of 1999.  Additionally,  purchased  power  costs  increased  $0.9
million in the first  quarter of 1999 as compared to the same period in 1998 due
to an increase in the volume  purchased  and  deferred  energy costs.  Increased
production  at  Clover  and mild  weather  were the  primary  factors  affecting
operating expenses in the first quarter of 1998.

OTHER OPERATING EXPENSES

      Other   operating   expenses  in  the  first   quarter  of  1999  remained
approximately  the same as in the first quarter of 1998 except for  depreciation
expense,  which  increased  primarily  because of $14.2  million of  accelerated
depreciation recorded on North Anna and Clover in accordance with Old Dominion's
Strategic Plan Initiative.  See Note 2 to the consolidated financial statements.
In the first quarter of 1998,  depreciation  and  amortization  expense included
$5.2 million of accelerated  amortization  and recovery in rates relating to the
North Anna  plant  acquisition  adjustment.  At  December  31,  1998,  the plant
acquisition adjustment was fully amortized.

NON-OPERATING INCOME AND EXPENSES

     Other  income,  net,  decreased  because  of a 1998  refund  of prior  year
expenses  paid by Old  Dominion  in the amount of $0.5  million  relating to the
implementation of a new  Interconnection  and Operating  Agreement with Virginia
Power.

     Interest  on  long-term  debt  increased  in the first  quarter  of 1999 as
compared to the same period in 1998 because of the accelerated  amortization and
recovery in rates of the debt  prepayment  premium of $1.7 million.  Interest on
long-term  debt  decreased in the first  quarter of 1998 as compared to the same
period in 1997 because of the purchase of $32.0 million of  outstanding  debt in
1997.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     OPERATING  ACTIVITIES  provided  $48.2 million in the first quarter of 1999
and $44.3 million in the first quarter of 1998.  The increase of $3.9 million is
primarily due to the accelerated  depreciation recorded on North Anna and Clover
in 1999  offset by the  change  between  periods  in  non-cash  working  capital
accounts, mainly accounts payable and accrued expenses.

     FINANCING  ACTIVITIES were minimal in 1999.  However,  in 1998 Old Dominion
used its cash  from  operations  for the  retirement  of a  portion  of  capital
credits.

     INVESTING  ACTIVITIES  resulted  in a net cash  outflow  during  the  first
quarter of 1999 because of plant additions, decommissioning  fund deposits,  and
additions to restricted investments. In 1998, the net cash outflow resulted from
plant   additions,   additions  to  restricted   and  other   investments,   and
decommissioning fund deposits.


OTHER MATTERS

     On  October  14,  1997,  Old  Dominion's  Board  of  Directors  approved  a
resolution  adopting  certain  strategic  objectives  designed to  mitigate  the
effects of the  transition to a competitive  electric  market  ("Strategic  Plan
Initiative").  Subsequently,  an  independent  assessment  of the  impact on Old
Dominion of transition  to a competitive  market was performed and the resulting
recommendations to mitigate the transition effects were approved by the Board of
Directors on July 28, 1998, and incorporated into the Strategic Plan Initiative.
The  Strategic  Plan  Initiative   currently  calls  for  the   accumulation  of
approximately $330.0 million in cash and cash equivalents from 1998 to 2003 with
the funds to be used for the  prepayment of a portion of  outstanding  debt. The
Plan  will be  updated  annually  based on any  revised  projections,  projected
targets  and the status of the Plan's  objective.  The Board of  Directors  will
approve all  revisions or  modifications  to the Plan. In  conjunction  with the
Strategic Plan Initiative, Old Dominion has accelerated the recovery in rates of
certain assets aggregating $42.0 million through March 31, 1999.

     In accordance  with Old Dominion's  Strategic Plan  Initiative,  on May 10,
1999, Old  Dominion's  Board of Directors  unanimously  approved a resolution to
record  accelerated  depreciation  on the North Anna and Clover  Power  Stations
during the period  January 1, 1999,  through  December 31, 2003, and recover the
additional  expense  through rates  pursuant to the  comprehensive  rate formula
filed  with and  approved  by the  Federal  Energy  Regulatory  Commission.  The
additional depreciation expense to be recorded annually will be equal to margins
in excess of Old  Dominion's  costs and times  interest  earned  ratio  ("TIER")
requirement  of 1.20, but will not exceed  budgeted  annual margins in excess of
costs and TIER. Old Dominion anticipates  recording  additional  depreciation of
approximately  $43.7  million in 1999.  Old Dominion  recorded  $14.2 million of
additional  depreciation  expense in the first quarter of 1999. Rates previously
approved  by  the  Board  of  Directors   for  1999  were  designed  to  include
approximately   $45.0   million   of  margins  in  excess  of  costs  and  TIER.
Consequently,  the action  undertaken  by the Board of Directors on May 10, 1999
will not result in a change in rates from those previously planned and approved.

     Based on the Strategic  Plan Initiative,  annual depreciation  expense will
be reduced,  beginning in 2004,  based on the remaining net book values of North
Anna and Clover at December 31, 2003.  Depreciation  expense will be  calculated
based on the straight-line method over the remaining useful lives of the plants.

     Old Dominion holds an approximate 30% equity interest in CSC Services, Inc.
("CSC"),  formed in 1995 by Old  Dominion  and 10 of its 12 member  distribution
systems  to  explore  alternative  business   opportunities  on  behalf  of  the
cooperatives.  During 1996, CSC invested in an approximate  one-half interest in
Seacoast Power LLC, whose wholly owned subsidiary,  Seacoast, Inc. ("Seacoast"),
executed a six-month power sales contract with INECEL, the state-owned  electric
utility in Ecuador.  Because of contract  disputes,  INECEL did not pay invoices

<PAGE>

rendered by  Seacoast  for energy  made  available  under the terms of the power
sales  contract.  Accordingly,  in July  1996,  Seacoast  filed a $26.0  million
lawsuit in Ecuador  against  INECEL  seeking to recover  amounts  owed under the
power sales  contract,  plus damages and fees. A trial date has not been set. In
August  1998,  CSC  sold  its  interest  in  Seacoast  Power  LLC to  the  other
participants in Seacoast Power LLC for $100,000.

    On May 24, 1996, a default judgment of approximately $27.0 million was
rendered against Seacoast pursuant to a claim filed in the District Court of
Travis County, Texas, by an entity seeking damages for breach of an oral
contract by the former owners of Seacoast. On January 29, 1998, the Texas Court
of Appeals issued an order affirming the default judgment against Seacoast but
reversing and remanding the award of any damages as factually unsupported. On
March 18, 1998, Seacoast filed an appeal challenging the refusal by the Texas
Court of Appeals to set aside the judgment. That appeal was denied. As a
condition of the sale of its interest in Seacoast Power LLC, CSC agreed to fund
approximately one-half of any further costs that may be necessary to defend
Seacoast against this action if the damage claim is pursued. Management of CSC
believes there is no basis for the lawsuit and no additional amount has been
recorded as a liability by Old Dominion.

FUTURE ISSUES

COMPETITION

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

     VIRGINIA.  On March 25,  1999,  the  governor of  Virginia  signed into law
comprehensive  electric  utility  restructuring  legislation.   The  legislation
provides  for retail  choice to begin on January 1, 2002,  and be  completed  by
January 1, 2004.  Previously  regulated  electric  utilities  must  unbundle the
component   parts  of  generation,   transmission,   and   distribution.   Power
transmission and distribution will remain under government regulation;  however,
power  generation  will be deregulated and utilities will be able to compete for
customers  in the open  market.  Cooperatives  will  continue  to be the default
supplier for their members consumers.

     The  deregulation  plan calls for capping rates,  excluding the recovery of
fuel costs,  from January 1, 2002 to July 1, 2007, during which time competition
for power  generation  will be  introduced  into the  state's  electric  utility
industry.  The rates  will be capped  at the  levels in effect on July 1,  1999;
however, a utility can petition the Virginia State Corporation Commission for an
increase in rates prior to January 1, 2001. Utilities may use revenues collected
during the  transition  period to recover the costs of nuclear  power plants and
other  assets  that  could  lose  their  values  in a  competitive  market.  Old
Dominion's Member cooperatives in Virginia will be required to comply with these
regulations.

     MARYLAND.  On April 8, 1999,  the  governor  of  Maryland  signed  into law
restructuring  legislation requiring a three-year phase-in of retail competition
beginning  July 1,  2000.  The  legislation  also  calls for a 3.0% to 7.5% rate
reduction for residential  customers upon commencement of competition,  followed
by a four-year rate freeze for all customers.  Similar to legislation adopted in
Virginia,  power  generation  will be deregulated and utilities will compete for
customers in the open market. Old Dominion's Member cooperative in Maryland will
be required to comply with the legislation as it was passed.

<PAGE>

     DELAWARE.  On March 31,  1999,  the  governor of  Delaware  signed into law
legislation  requiring a phase-in  of retail  competition  beginning  October 1,
1999, for customers of the state's investor-owned electric utility and beginning
April 1, 2000, for cooperative customers,  including customers of Old Dominion's
Members. Rates for residential customers of the state's investor-owned  electric
utility are to be reduced 7.5% effective  October 1, 1999, after which the rates
will be frozen for four years.  Rates for all other  customer  classes are to be
frozen for three years. Cooperative customers' rates are to be frozen at current
levels for five years. As in Virginia and Maryland,  this  legislation  provides
that power generation be deregulated and utilities  compete for customers in the
open market.

     With the electric utility industry moving toward a competitive environment,
it has become  necessary for Old Dominion and its Members to develop  innovative
approaches  to  serving  traditional  markets.  In  a  competitive  environment,
generating  utilities such as Old Dominion are no longer guaranteed the recovery
of prudently incurred costs.  Generating utilities with costs that exceed market
prices  could suffer  significant  losses.  Additionally,  the loss of customers
could also have a significant  impact on a utility's  results of operations.  In
the case of Old Dominion and its Members,  the loss of a significant  portion of
load could cause a reduction in revenues and cash flows. The resulting  decrease
in Member revenues could also cause Old Dominion to lose its tax-exempt  status.
Management  is currently  working with the Members  through the  Strategic  Plan
Initiative to improve Old Dominion's and the Members' competitive position.  Old
Dominion cannot predict the ultimate effect  competition will have on results of
operations and future cash flows.


YEAR 2000 COMPLIANCE

     Certain computer hardware,  computer software, and embedded technology used
by Old Dominion was not designed to recognize  calendar years after 1999.  Since
Old Dominion's  operations rely upon computer technology and upon the systems of
others with whom it does  business,  the failure of Old Dominion,  or those with
whom it does  business,  to become year 2000  compliant  on a timely basis could
have a material  adverse effect on Old  Dominion's  operations and its financial
condition.

     Old  Dominion's  goal is to  ensure  that  key  systems,  applications  and
third-party  relationships  have been evaluated and will continue operating into
the year 2000 and  thereafter.  Given the magnitude  and  complexity of the year
2000 issue,  Old Dominion cannot  guarantee that every problem will be found and
corrected  prior to January 1, 2000.  Therefore,  Old  Dominion  is  focusing on
critical  operating and business  systems and  anticipates  having a contingency
plan in place by June 1999 to deal with any problems should they occur.

     Old  Dominion's  primary  concerns  are its ability to obtain power for its
Members  through  purchase or generation;  the ability of its Members to deliver
power to their  customers;  the ability of Old  Dominion to bill its Members for
power  received,  and the ability of Old Dominion to monitor  loads.  To address
these and other concerns, Old Dominion formalized an initiative,  which included
the  appointment  of  a  project  manager  having  overall   responsibility  for
coordinating  efforts  in  addressing  its year  2000  issues  and  implementing
solutions.  In addition,  Old  Dominion  contracted  with a technology  services
company to perform an assessment and analysis of its information  technology and
non-information  technology  systems.  Their analysis involved  inventorying all
systems  and  addressed  computer  hardware,  computer  software,  and  embedded
technology  issues. In October 1998, the technology  services company issued its
report, which contained detailed findings and recommendations. From this report,
Old  Dominion  formalized  a year 2000  action  plan which was  approved  by Old
Dominion's Board of Directors on February 8, 1999.



<PAGE>



    Currently, Old Dominion anticipates upgrading or replacing older systems and
equipment with new, year 2000 compliant systems and equipment and implementing a
four-phase approach for each system.

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

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

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

        Contingency planning: This phase consists of departmental planning for
        internal and external risks.

    Old Dominion has  completed  the  assessment  of its systems and  identified
appropriate resources and courses of action to ensure that the key operating and
business systems are year 2000 ready. In addition,  Old Dominion is meeting with
key suppliers and assessing their year 2000 readiness.

    Old Dominion has determined that its financial and  engineering  systems are
year 2000 ready.  The billing system has been modified and  documentation of the
testing   results  is  currently   underway.   Also   user/information   systems
documentation is being updated.

    As operator of both the North Anna and Clover power stations, Virginia Power
is responsible  for ensuring that the plants are year 2000 ready.  North Anna is
expected to be year 2000 ready by October 31, 1999.  Unit 2 is  scheduled  for a
regular maintenance and refueling outage in September 1999 and final remediation
work will be done during that outage.  Virginia  Power has  represented  that it
will have extensive  experience  performing  remediation at three nuclear units,
including North Anna Unit 1, prior to that time and, thus, is confident that the
work on Unit 2 will be  achieved  quickly.  Clover is  expected  to be year 2000
ready by July 1999.  Virginia  Power's  contingency  planning  efforts to ensure
continuity of operations into and beyond the year 2000 are essentially complete.
Minor updates and final reviews will be completed  during the second  quarter of
1999.  Virginia  Power  has  existing  contingency  plans in place in case of an
extraordinary  event,  which  may  cause  interruptions  in  service.  Year 2000
contingency planning is an extension of these existing plans.

    Additionally,  Virginia Power  participated  in the first  nationwide  drill
coordinated by the North American Electric Reliability Council on April 9, 1999,
to  examine   how   utilities   would  cope  with  a  loss  of  voice  and  date
communications.  Virginia Power will participate in a second nationwide drill on
September 8 - 9, 1999.

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

    Old Dominion has made inquiries of and sent questionnaires to its Members in
order to determine  their year 2000  readiness.  However,  Old Dominion does not
control their year 2000 activities and  non-compliance by a Member could have an
adverse impact on Old Dominion's results of operations.

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

<PAGE>


    Old Dominion's estimate of its year 2000 costs is approximately $0.8
million, of which approximately $0.6 million has been expended to date.

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

<PAGE>

                        OLD DOMINION ELECTRIC COOPERATIVE

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings.

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


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

    (a)  Exhibits.

         27.  Financial Data Schedule

    (b)  Reports on Form 8-K.
 
         The Registrant filed no reports on Form 8-K during the quarter ended
         March 31, 1999.


<PAGE>



                                    SIGNATURE

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


                                      OLD DOMINION ELECTRIC COOPERATIVE
                                                   Registrant




Date:   May 14, 1999                   /s/ Daniel M. Walker
                                 ------------------------------------------
                                           Daniel M. Walker
                                  Vice President of Accounting and Finance
                                        (Chief Financial Officer)




<PAGE>



                                  EXHIBIT INDEX


Exhibit                                                         Page
Number               Description of Exhibit                    Number
-------              ----------------------                   -------
   27.      Financial Data Schedule                              20