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Correspondence

 [Letterhead of Orrick, Herrington & Sutcliffe LLP]

 May 20, 2005

 VIA EDGAR AND HAND DELIVERY

 Securities and Exchange Commission

 Division of Corporate Finance

100 Station Place, S.E.

 Mail Stop 3-8

 Washington, D.C.

 Attn: Mr. Brian V. McAllister

Re:

Old Dominion Electric Cooperative

Form 10-K for the Year Ended December 31, 2004

File No. 0-50039

 Dear Mr. McAllister:

 On behalf of our client, Old Dominion Electric Cooperative (“Old
Dominion”), we are submitting responses of Old Dominion to the comments of the staff of the Securities and Exchange Commission (the “Staff”) contained in your letter dated April 11, 2005 (the “Comment
Letter”) pertaining to the filing referenced above.

 Old
Dominion’s responses to the Comment Letter are set forth below. The numbered paragraphs correspond to the paragraph numbers in the Comment Letter. We also have included the text of each comment in italics below.

 As you requested, attached to this letter is an acknowledgement of Jackson E. Reasor,
President and Chief Executive Officer of Old Dominion, regarding the responses of Old Dominion to the Comment Letter.

 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

 Securities and Exchange Commission

 May 20, 2005

 Page 2

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.

 The following reconciles the amounts
for long-term indebtedness and asset retirement obligations reflected in Old Dominion’s consolidated balance sheets and amounts in the table of contractual obligations in Item 7 of Old Dominion’s 2004 Annual Report on Form 10-K (the
“Contractual Obligations Table”):

 Long-term Indebtedness

 Long-term debt as set forth on the Balance Sheet (in
thousands):

 Long-term debt

$
852,910

 Long-term debt due within one year

22,917

 Unamortized discounts and premiums

65,734

 Total

$
941,561

 Long-term indebtedness
as set forth in the Contractual Obligations Table:

 Long-term indebtedness

$
941,561

 Scheduled interest on long-term indebtedness

573,751

 Total

$
1,515,312

 The difference between
“long-term debt” as shown in our consolidated balance sheet and as shown in our Contractual Obligations Table relates to scheduled interest to be incurred on long-term indebtedness. Old Dominion believes that it is more consistent with the
requirements and objectives of the Contractual Obligations Table to include our entire payment obligation, including contractual obligations to pay interest. To clarify the items included under “Long-term indebtedness” in the Contractual
Obligations Table, Old Dominion will state in future filings that long-term indebtedness includes both the principal of and interest on long-term indebtedness, long-term indebtedness due within one year and unamortized discounts and premiums
relating to long-term indebtedness.

 Lease Obligations

 See the response to comment no. 7 for a description of
the lease-leaseback transactions Old Dominion entered into with respect to its undivided ownership interests in the Clover Power Station (“Clover”) Unit 1 and Unit 2 (each a “Unit”) and a reconciliation of the amounts set
forth in the Contractual Obligations Table as “Operating lease obligations” and amounts set forth on Old Dominion’s consolidated balance sheet.

 Securities and Exchange Commission

 May 20, 2005

 Page 3

 Asset Retirement Obligations

(in thousands)

 Asset retirement obligations as of December 1, 2004 as set forth on the balance sheet

$
46,295

 Future accretion of asset retirement obligations

251,405

 Asset retirement obligations as set forth in the contractual obligations table

$
297,700

 Old Dominion adopted
SFAS No. 143 “Accounting for Asset Retirement Obligations” effective January 1, 2003. SFAS No. 143 requires legal obligations associated with the retirement of long-lived assets to be recognized at fair value when incurred and capitalized
as part of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized asset is depreciated over the useful life of the long-lived asset.

 A significant portion of Old Dominion’s asset retirement obligations
relate to the future decommissioning of the North Anna Nuclear Power Plant and this obligation matures in 2055. Until that time, Old Dominion will be accreting the balance so that by 2055 the asset retirement obligation on its books will grow to the
balance required to decommission the facility. Therefore, over time the asset retirement obligation on Old Dominion’s balance sheet will continue to grow towards the balance disclosed in the Contractual Obligations Table.

 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.

 The formation of New Dominion Energy Cooperative (“New Dominion”) and the consummation of the
reorganization will have almost no impact on the consolidated financial statements of Old Dominion. Old Dominion will not transfer ownership of any of its assets as part of the reorganization, with one exception: Old Dominion will transfer to New
Dominion, at the direction of its members, any prepayments for electric service held by Old Dominion as of the reorganization date. These prepayments totaled approximately $37.7 million at December 31, 2004. Old Dominion also will continue to be
responsible for all of its existing indebtedness following the reorganization. The amount of Old Dominion’s members’ equity similarly will remain unchanged although the number of members it has will be reduced from thirteen to one. As a
result, Old Dominion’s disclosure relating to its existing contractual obligations in the Contractual Obligations Table would not change as a result of the reorganization. Attached to this letter as Schedule A is a pro forma consolidated
balance sheet of Old Dominion, adjusted to give effect to the reorganization as if it had occurred on December 31, 2004.

 Securities and Exchange Commission

 May 20, 2005

 Page 4

 The only change in Old Dominion’s liquidity immediately following the reorganization will be the
entry into a mutual credit agreement with New Dominion. The mutual credit agreement will permit either Old Dominion or New Dominion to request from the other an extension of credit in the form of loans, guarantees or other credit support. This
mutual credit agreement will not be a committed credit facility and neither Old Dominion nor New Dominion will be required to extend credit to the other thereunder. Old Dominion currently does not anticipate that any amounts will be outstanding by
either Old Dominion or New Dominion to the other under the mutual credit agreement immediately following the reorganization.

 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.

 Please refer to the answer to comment no. 7 in response to this comment.

 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.

 The components of the net change in investments (in thousands) of $39,266 is
comprised of the following items:

(in thousands)

 Components of the net change in investments:

 Purchases of available for sale securities

$
(13,734
)

 Proceeds from available for sale securities

53,000

 Investments, net

$
39,266

 Old Dominion had no
purchases of held-to-maturity investment securities and had maturities of an immaterial amount for the year ended December 31, 2004.

 Beginning with its Quarterly Report on Form 10-Q for the period ended March 31, 2005, Old Dominion has changed its presentation in accordance with
paragraph 18 of SFAS No. 115.

 Securities and Exchange Commission

 May 20, 2005

 Page 5

 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.

 The following is a reconciliation of those items in
the consolidated statement of cash flows which do not directly reconcile to changes in the consolidated balance sheet.

(in thousands)

 Depreciation, amortization and decommissioning

 Change in accumulated depreciation

$
34,351

 Disposals of fixed assets

1,228

 Total depreciation

$
35,579

 Amortization of deferred gains on lease-leaseback transactions

(2,756
)

 Other

(64
)

 Total cash flow line item

$
32,759

 Other non-cash charges

 Amortization of nuclear fuel

$
5,600

 Amortization of premiums and discounts on long-term debt

2,786

 Accretion of asset retirement obligations

2,393

 Total cash flow line item

$
10,779

 Amortization of lease obligations

 Change in obligations under long-term leases

$
6,243

 Amortization for lease payments

3,721

 Total cash flow line item

$
9,964

 Interest on lease deposits

 Change in lease deposits

$
(6,350
)

 Lease payments

(3,192
)

 Total cash flow line item

$
(9,542
)

 Securities and Exchange Commission

 May 20, 2005

 Page 6

 Change in current assets

 Change in receivables

$
(12,132
)

 Change in fuel, materials and supplies

(5,630
)

 Change in prepayments

(295
)

 Adjustment for TEC consolidation(1)

(54
)

 Total cash flow line item

$
(18,111
)

 Change in current liabilities

 Change in accounts payable

$
(7,014
)

 Change in accounts payable-members

(9,133
)

 Change in accrued expenses

(21,912
)

 Adjustment for TEC consolidation(1)

(1,893
)

 Total cash flow line item

$
(39,952
)

 Change in regulatory assets and liabilities

 Change in regulatory assets

$
14,314

 Change in regulatory liabilities

4,758

 Adjust for non-cash change in market value of decommissioning fund

(3,938
)

 Total cash flow line item

$
15,134

 Change in deferred charges and credits

 Change in deferred charges, other

$
(8,842
)

 Change in deferred credits and other liabilities-other

(2,608
)

 Amortization of deferred gains on lease-leaseback transactions

2,756

 Adjustment for TEC consolidation(1)

5,184

 Other

64

 Total cash flow line item

$
(3,446
)

 Obligations under long-term leases

 Adjustment for amortization for lease payments above

$
(3,721
)

 Adjustment for lease payments above

3,192

 Total cash flow line item

$
(529
)

 Securities and Exchange Commission

 May 20, 2005

 Page 7

 Investments, net(2)

 Change in nuclear decommissioning trust

$
(7,137
)

 Change in investments-other

39,965

 Adjustment for non-cash change in market value of decommissioning fund above

3,938

 Adjustment for TEC consolidation(1)

2,500

 Total cash flow line item

$
39,266

 Electric plant additions

 Change in electric plant, in service

$
(198,199
)

 Change in construction work in progress

150,813

 Nuclear fuel additions

(8,654
)

 Disposals of fixed assets

(1,228
)

 Asset retirement obligations additions

905

 Total cash flow line item

$
(56,363
)

(1)
Old Dominion consolidated TEC Trading, Inc. (“TEC”) at December 31, 2004 and for cash flow purposes, the consolidation was reflected as a single entry in cash flow from
investing activities of approximately $2.5 million.

(2)
See the response to comment no. 4 for Old Dominion’s presentation of investment activities on its consolidated statement of cash flow.

 Notes to Consolidated Financial Status, 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.

 Securities and Exchange Commission

 May 20, 2005

 Page 8

 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.

 In accordance with Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of
Accounting Research Bulletin No. 51” (the “Interpretation”), TEC was considered a variable interest entity for which Old Dominion was the primary beneficiary and has been consolidated as of December 31, 2004. Because TEC was
not consolidated with Old Dominion throughout the year ended December 31, 2004, TEC’s revenues and expenses are not included in Old Dominion’s consolidated statements of revenues, expenses and patronage capital and consolidated statements
of cash flow for that period. The balance sheet of TEC has been consolidated into the financial statements of Old Dominion and all inter-company balances have been eliminated in the consolidation. Because TEC is 100% owned by Old Dominion’s
twelve member distribution cooperatives, its equity is presented as a non-controlling interest in Old Dominion’s consolidated financial statements. Beginning in 2005, the income statement of TEC will be consolidated and the inter-company
revenues and expenses will be eliminated in consolidation.

 TEC
was initially capitalized by Old Dominion in 2001 with a $7.5 million cash investment in exchange for all of its capital stock. Old Dominion then distributed all of TEC’s stock as a patronage capital distribution to its member distribution
cooperatives. TEC was formed for the primary purpose of purchasing from Old Dominion, to sell in the market, power that is not needed to meet the actual needs of Old Dominion’s member distribution cooperatives, acquiring natural gas and forward
purchase contracts to hedge the price of natural gas to supply our combustion turbine facilities, and taking advantage of other power-related trading opportunities in the market which will help lower our member distribution cooperatives’ costs.
TEC does not engage in speculative trading. Old Dominion first became the primary beneficiary upon the formation of TEC in 2001. As both Old Dominion and TEC were under common control at the date TEC was formed and the date Old Dominion became the
primary beneficiary, in accordance with paragraph no. 19 of the Interpretation, the initial measurement of TEC’s assets and liabilities were at their carrying a