SecProbe.io

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Mail Stop 3-8

      							 April 11, 2005

By Facsimile and U.S. Mail

Mr. Jackson E. Reasor
President and Chief Executive Officer
Old Dominion Electric Cooperative
4201 Dominion Boulevard
Glen Allen, VA 23060

      Re:    Form 10-K for the Year Ended December 31, 2004
                File No.  0-50039

Dear Mr. Reasor:

      	We have completed a limited review of the above
referenced
filing and have the following comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.  Where a comment requests additional
disclosure or other revisions to be made, such disclosures and
revisions should be included in your future annual and interim
reports, as applicable.

Form 10-K for the Year Ended December 31, 2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 26
Table of Contractual Obligations, page 41

1. Please provide an explanation and a reconciliation illustrating
the amounts for long-term indebtedness, lease obligations and
asset
retirement obligations reflected in your consolidated balance
sheets
and how they correspond to the amounts reflected in your table. We
note you have included interest on your debt.  Also, provide in
your
response your basis for excluding certain portions of lease
obligations related to the Clover Unit 1 and 2 leases considering
the
requirements in Item 303(a)(5) of Regulation S-K.

2. Please disclose how the formation of New Dominion and the
proposed
reorganization would impact your consolidated financial
statements.
In your response, please show us what your revised disclosure will
look like.
Consolidated Balance Sheets, page 50

3. You indicate in Item 2 that you have no capital lease
obligations
at December 31, 2004.  Please advise and revise your disclosure in
future filings to clarify what obligation under long-term leases
represents.  We may have further comments.
Consolidated Statements of Cash Flow, page 53

4. Please tell us each component and how you calculated the net
change in investments reflected in investing activities.  In
future
filings please present the changes in available-for-sale
securities
and held-to-maturity securities in accordance with paragraph 18 of
SFAS No. 115 which states that cash flows from purchases, sales,
and
maturities of available-for-sale securities and held-to-maturity
securities should be presented on a gross basis for each security
classification in the statement of cash flows.   Also see
paragraphs
11 through 13A. of SFAS No. 95.

5. We are unable to determine why a considerable number of items
in
your statement of cash flows do not reconcile to your balance
sheet.
Please provide a reconciliation of the consolidated cash flow
activities to your consolidated balance sheet for the year end
December 31, 2004.  We may have further comment.

Notes to Consolidated Financial Statements, page 54
Note 1-Summary of Significant Accounting Policies, page 54
General, page 54

6. Please tell us how you accounted for the consolidation of TEC.
Specifically include in your response:
* When you first became the primary beneficiary of TEC;
* Whether you measured the assets, liabilities and non-controlling
interests of TEC at their carrying values or estimated fair
values,
your basis for such measurement and the applicable accounting
pronouncement; and
* Whether you have eliminated intercompany revenues and expenses
and
the amount of TEC revenue and expenses in the consolidated results
of
operations.
See paragraphs 18 through 22 of FIN No. 46(R) and include all the
disclosures required by paragraphs 23 through 26 of the
Interpretation, as applicable.   In your response, please show us
what your revised disclosure will look like.

Note 6-Long-term Lease Transactions, page 63

7. Please tell us how you account for the sale-leaseback
transaction
with the owner trust for Clover units 1 and 2.  Specifically, tell
us:
* When you initially acquired your interest in Clover and the
source
of funding for the acquisition;
* Explain if the leaseback is accounted for by either the deposit
method or the financing method as set forth in  SFAS No. 66;
* Your basis for the measurement and recognition of the gain on
the
sale;
* How and why the leaseback with the owner trust qualifies as a
capital or operating lease in accordance with SFAS No. 13; and
* The effects of accounting for the leaseback reflected in your
balance sheets, statements of revenues and expenses and statements
of
cash flows.
Please be as detailed as necessary in your explanation and include
supplemental analyses and cite applicable accounting
pronouncements
as needed. Also, please tell us how your current presentation and
disclosures meet the applicable requirements based on the
accounting
conclusions in your response or show us what your revised
disclosure
will look like.  We may have further comments.

8. Please advise and revise future filings to clarify whether the
$18.1 million and $15.3 million of additional basic rent required
under the leases was from the deposits made at the beginning of
the
lease or represent financing provided to you under the payment
undertaking agreement.
Note 9-Long-term Debt, page 67

9. In future filings, please disclose existing restrictive
covenants
and subjective acceleration clauses and facts and amounts
concerning
any defaults as of the balance sheet date.  Please indicate in
your
response if this is currently disclosed in your filing or show us
what your revised disclosure will look like.  See SFAS No. 78 and
Rule 4-08 of Regulation S-X.
Item 9.A. Controls and Procedures, page 77

10. Your chief executive officer, senior vice-president and chief
financial officer do not state when they concluded on the
effectiveness of disclosure controls and procedures.  In future
filings, please revise to disclose your conclusions about the
effectiveness of the company`s disclosure controls and procedures
as
of the end of the period covered by the report.  See Item 307 of
Regulation S-K.

Item 15. Exhibits, Financial Statements Schedules and Reports on
Form
8-K, page 84

11. We note you indicate the information included in financial
statement schedules required by Rule 5-04 of Regulation S-X is
included elsewhere in your filing.  Please tell us where the
information is located in your filing.  If you determine the
information is not completely disclosed elsewhere, please include
this information in future filings.   If applicable, please show
us
what your revised disclosure will look like.

			Please respond to these comments within 10 business
days, or tell us when you will provide us with a response.  Please
provide us with a supplemental response letter that keys your
responses to our comments and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.
Please
file your supplemental response on EDGAR as a correspondence file.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	 	We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to a company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

		In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

If you have any questions regarding our comments, please direct
them
to Brian V. McAllister at (202) 824-5664 or, Donna Di Silvio at
(202)
942-1852, or in their absence, to the undersigned at (202) 942-
2823.

									Sincerely,

									Michael Moran
									Branch Chief
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Mr. Jackson E. Reasor
Old Dominion Electric Cooperative
April 11, 2005
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