This registration statement relates to debt securities which may be issued from time to time, including an initial series of bonds which Old Dominion Electric Cooperative intends to issue shortly after this registration statement becomes effective. Therefore this registration statement includes:

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the bonds we are offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in that prospectus. The second part, the accompanying prospectus, gives more general information about debt securities we may offer from time to time, including debt securities other than the bonds we are offering in this prospectus supplement. If information in this prospectus supplement is inconsistent with the accompanying prospectus or the documents incorporated by reference in that prospectus, you should rely on this prospectus supplement.

We include cross-references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can find additional related discussions. The table of contents in this prospectus supplement provides the pages on which these captions are located.

You should rely only on the information contained in or explicitly incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by this prospectus supplement, the accompanying prospectus or any information incorporated by reference in either document is accurate as of any date other than the date of that information.

We were formed in 1948 as a not-for-profit power supply cooperative. We provide wholesale electric services to our members. Our members include twelve customer-owned electric distribution cooperatives that sell electric services to customers in portions of Virginia, Maryland, Delaware and West Virginia. Through our member distribution cooperatives, we provide retail electric service to more than 449,000 electric customers (meters) representing approximately 1.1 million people. We also sell power to another member, TEC Trading, Inc., which is owned by our member distribution cooperatives.

Our principal office is located at 4201 Dominion Boulevard, Glen Allen, Virginia 23060. Our telephone number is (804) 747-0592.

We file annual, quarterly and current reports and other information with the Securities and Exchange Commission. You may read and copy any document that we file with the SEC at the SEC’s public reference room at 450 Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You also may access our SEC filings on the SEC’s website at http://www.sec.gov.

The Securities and Exchange Commission allows us to “incorporate by reference” into this prospectus supplement the information in documents we file with them, which means that we can disclose important information to you by referring you directly to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement, and later information that we file with the SEC automatically will update and supersede this information, the accompanying prospectus and the information incorporated by reference in those documents. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until we sell all of the bonds:

You may request a free copy of any of these filings by writing or telephoning us at:

We calculate the ratio of earnings to fixed charges by dividing our earnings (net margins plus fixed charges reduced by interest capitalized during the period) by our fixed charges. Our fixed charges consist of all of our interest costs, whether expensed or capitalized, amortization of debt issue costs and discount or premium related to our indebtedness, and the interest portion of our rent expense.

Our equity ratio equals our patronage capital divided by the sum of our long-term indebtedness and patronage capital. Patronage capital consists of our aggregate net margins that we have not distributed to our members.

We are developing three combustion turbine facilities in Cecil County, Maryland and Louisa County and Fauquier County, Virginia. These facilities are known as Rock Springs, Louisa and Marsh Run, respectively.

We expect the net proceeds of this offering to be $     million after the payment of underwriting discounts and offering expenses. We will use the net proceeds to:

The development and construction of Rock Springs, Louisa and Marsh Run requires significant capital expenditures over several years. We currently expect the yearly cost to develop and construct these facilities, including capitalized interest, to be as follows:

At September 30, 2002, we had expended or loaned our subsidiaries owning the combustion turbine facilities an aggregate of $270.7 million in connection with the construction and development of the facilities since 2000. The sources of these funds have been our internally generated funds and the net proceeds of a previous issuance of indebtedness under the Indenture.

Including internally generated funds, we anticipate that, following this offering, we will have sufficient funds to finance the continued development and construction of the combustion turbine facilities until the third quarter of 2003. We expect the funding for the remaining $317.1 million required to develop and construct the facilities will be obtained through:

In addition, we have lines of credit totalling $235 million. The commitments under lines of credit we obtained primarily for the purpose of providing interim funding for the development and construction of the combustion turbine facilities total $140 million and the commitments under our general working capital lines of credit total $95 million.

Currently, we have $113 million outstanding under our construction-related lines of credit and $30 million outstanding under our general working capital lines of credit. A $5.0 million letter of credit has been issued against one of the general working capital lines of credit to secure our obligations to PJM Interconnection, LLC in connection with the construction of transmission facilities relating to Rock Springs. Following this offering and the repayment of all amounts outstanding under the lines of credit with a portion of the net proceeds of this offering, we currently do not expect to draw amounts under the construction-related or the general working capital lines of credit.

Northern Virginia Electric Cooperative (“Northern Virginia”) is our largest member and accounted for 26.6% of our revenues in the year ended December 31, 2001. We have been negotiating with Northern Virginia with respect to possible amendments to Northern Virginia’s wholesale power contract with us. The negotiations have centered around changing the nature of the contract from an all-requirements contract to a contract under which Northern Virginia would take a percentage of our share of the output of the North Anna Nuclear Power Station (“North Anna”), the Clover Power Station (“Clover”) and our three combustion turbine facilities under development or construction and pay its share of our costs relating to these resources and the provision of services under the amended contract. In May 2001,If we change the nature of Northern Virginia’s wholesale power contract and do not make the same change in all of our other member distribution cooperatives’ wholesale power contracts, we will need to change our rate setting methodology for our other eleven member distribution cooperatives since we will no longer be providing the same service to all twelve member distribution cooperatives and therefore will not be able to charge the same rates. Since our board of directors adopted a resolution stating that it would not approveis composed of representatives of our members, we must reach consensus among our members before any amendmentschange to theany of our wholesale power contract withcontracts can be made. Building a consensus for any contractual change is difficult since any change in our rate setting methodology can affect the various member distribution cooperativecooperatives differently. We do not believe that couldany change of the nature being discussed will materially adversely affect our financial condition or cause usresults of operations since this change would result only in a change in the way in which responsibility for our costs is allocated among our members. As a group, our member distribution cooperatives will continue to fail to maintainbe responsible for all of our existing credit ratings.costs. If any amendment is approved for Northern Virginia, similar terms for the provision of power would be offered to all of our other member distribution cooperatives.cooperatives will be given the option to revise their wholesale power contracts in a similar manner.

We received a letter, dated November 19, 2002, from the Chief Executive Officer of Northern Virginia stating that the Northern Virginia board of directors took formal action on November 18, 2002 directing the Northern Virginia Chief Executive Officer to communicate to us that Northern Virginia will make one final attempt to reach an acceptable conclusion to the negotiations on amending the wholesale power contract and authorizing the Chief Executive Officer to pursue recourse before an appropriate decision-making body if the following milestones are not met: (1) the parties reach an agreement on the fundamental principles for the amended agreement no later than January 15, 2003; and (2) the parties complete the final amended wholesale power contract and present it to their respective boards for approval no later than February 28, 2003.

We do not believe that the milestones set forth in the November 19th letter can be met. While we cannot predict the outcome of any proceeding relating to this matter, we believe that changes in circumstances since the execution of the wholesale power contract will not meet the threshold required under existing judicial precedent for FERC or the Virginia State Corporation Commission to order a change of the nature being discussed in Northern Virginia’s wholesale power contract. We intend to continue negotiating with Northern Virginia to resolve this matter. We do not believe that amending the wholesale power contract with Northern Virginia along the lines currently being negotiated would have a material adverse affect on our financial condition or results of operations. However, we do not believe that the milestones set forth in the November 19th letter can be met. While we cannot predict the outcome of any proceeding relating to this matter, we continue to believe that no reformation by the Federal Energy Regulatory Commission or the Virginia State Corporation Commission of our wholesale power contract with Northern Virginia is justified and we intend to take all actions necessary to assure that there is no change to the wholesale power contract that adversely affects our financial condition.

The following description of the particular terms of the 2002 Series B Bonds supplements and, to the extent inconsistent, replaces the description of the general terms and provisions of the debt securities set forth in the accompanying prospectus. Some defined terms in the Indenture are used in this summary without capitalization; those terms have the meanings given to them in the accompanying prospectus or the Indenture. The bonds are “debt securities” referred to in the accompanying prospectus.

When we refer to the “Indenture” in this prospectus supplement, we mean the Existing Indenture, the Amended Indenture or the Restated Indenture, whichever is in effect. Obligations of all series which have been or may be issued under the Indenture, including those issued pursuant to this prospectus supplement or any future prospectus supplement relating to the accompanying prospectus may be referred to as “Obligations.”

We may redeem the bonds, in whole or in part, on any date prior to their maturity, at our option. We must give at least 30 days, but not more than 60 days, prior notice of redemption mailed to the registered address of each holder of bonds being redeemed except as otherwise required by the procedures of The Depository Trust Company. The redemption price for the bonds will be equal to the greater of:

If there is no U.S. Treasury security having a life equal to the life of the bonds being redeemed, the discount rate will be calculated using a yield to maturity determined on a straight-line basis (rounding to the nearest calendar month, if necessary) from the average yield to maturity of two U.S. Treasury securities having lives most closely corresponding to the remaining life of the bonds and trading in the secondary market at the price closest to par.

If less than all of the outstanding bonds are redeemed, the bonds will be redeemed by the trustee in any method it deems fair and appropriate and the portion of the bonds not so redeemed will be in multiples of $1,000.

If we give notice of the optional redemption of the bonds but the trustee does not have enough funds on deposit to pay the full redemption price of the bonds to be redeemed, those bonds will remain outstanding as though no redemption notice had been given. The failure of the trustee to have sufficient funds to effectuate the redemption will not constitute a payment or other default by us under the Indenture and we will not be liable to any holder of the bonds as a result of the failed redemption. If the trustee has enough designated funds on deposit to effect a redemption at the time we give notice of the redemption, then we are obligated to redeem the bonds as provided in that notice.

The bonds will be redeemed, on a pro rata basis, through the operation of a mandatory sinking fund, commencing on December 1, 2005, and continuing on December 1 in each year afterwards to the maturity date for the bonds upon not less than 30 nor more than 60 days’ notice mailed to each holder (a person in whose name a bond is registered in the register maintained by the trustee) of bonds being redeemed at the holder’s registered address. The sinking fund redemption price will be equal to 100% of the principal amount of the bonds being redeemed plus accrued interest to the redemption date, including interest due on an interest payment date that is on or prior to the redemption date. The principal amount of the bonds being redeemed and the redemption dates as well as the principal amount payable on the maturity date, are set forth below.

The bonds that we acquire and surrender for cancellation or redeem (other than by means of sinking fund redemptions) will be credited against future sinking fund payments for the bonds and the principal payment to be made on the maturity date of the bonds, in proportion to the respective amounts of those sinking fund and principal payments.

Subject to the terms and conditions in the underwriting agreement, dated the date of this prospectus supplement, between us and J.P. Morgan Securities Inc., as representative of the underwriters, we have agreed to sell to each of the underwriters the amount of the bonds set forth below opposite the name of the underwriter:

The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the bonds are subject to approval of related legal matters by its counsel and to other conditions. The underwriters are committed to purchase all of the bonds if they purchase any of the bonds.

The underwriters propose to offer all or part of the bonds directly to the public at the offering price set forth on the cover page of this prospectus supplement. After the initial offering, the public offering price may be changed.

We estimate that our expenses in connection with the sale of the bonds, other than underwriting discounts, will be $            . This estimate includes the expenses we will pay relating to printing, rating agency fees, insurance, trustees’ fees and legal fees, including the fees of counsel to the underwriters, among other expenses.

We have agreed to indemnify the underwriters against some civil liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make in connection with the sale of the bonds.

The bonds are a new issue of securities with no established trading market. We cannot give any assurances to you concerning the liquidity of, or the existence of a trading market for, the bonds. The underwriters may make a market in the bonds, but are not obligated to do so and may discontinue making a market at any time without notice.

In order to facilitate the offering of the bonds, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the bonds. Specifically, the underwriters, may overallot in connection with the offering, creating short positions in the bonds for their own accounts. In addition, to cover overallotments or to stabilize the price of the bonds, the underwriters may bid for, and purchase the bonds in the open market. Any of these activities may stabilize or maintain the market price of the bonds above independent market levels. The underwriters are not required to engage in these activities and may end any of the activities at any time. The underwriters may also impose a penalty bid. This occurs when one underwriter repays to another underwriter a portion of the underwriting discount received by it because repurchased bonds have been sold by or for the account of the repaying underwriter in stabilizing or short covering transactions.

We may engage in other transactions with the underwriters and their affiliates from time-to-time in the ordinary course of business.

LeClair Ryan, a Professional Corporation, and Orrick, Herrington & Sutcliffe LLP will pass upon the legality and enforceability of the bonds for us. Sutherland Asbill & Brennan LLP will pass upon other legal matters in connection with the bonds for the underwriters.

The consolidated financial statements of Old Dominion Electric Cooperative as of and for the years ended December 31, 2001 and 2000 appearing in Old Dominion Electric Cooperative’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2001, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated income statement for the year ended December 31, 1999 incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

Our member distribution cooperatives operate their systems on a not-for-profit basis. Accumulated margins remaining after payment of expenses and provision for depreciation constitute patronage capital of the customers of these members. Refunds of accumulated patronage capital to the individual customers are made from time to time on a patronage basis subject to each member distribution cooperative’s policies and in conformity with limitations contained in each member distribution cooperative’s mortgage. For those member distribution cooperatives receiving loans from the Rural Utilities Service (“RUS”) since 1995, the new form of RUS mortgage generally prohibits such distributions unless, after any such distribution, the member distribution cooperative’s total equity will equal at least 30% if its total assets, except that distributions may be made of up to 25% of the margins and patronage capital received by the member distribution cooperative in the preceding year provided that equity is at least 20%. To the extent a member distribution cooperative has not obtained a new loan from RUS since 1995, the prior form of RUS mortgage generally prohibits such distribution unless, after any such distribution, the member distribution cooperative’s total equity will equal at least 40% of its total assets, except that distributions may be made of up to 25% of the margins and patronage capital received by the member distribution cooperative in the preceding year.

The member distribution cooperatives are not our subsidiaries, but rather our owners. We have no legal interest in the properties, liabilities, equity, revenues or margins of the member distribution cooperatives. The revenues of our member distribution cooperatives are not pledged to us, but their revenues are the source from which they pay for power and energy received from us. Revenues of the member distribution cooperatives are, however, pledged under their respective mortgages or other financial documents.

Financial and statistical information relating to the member distribution cooperatives is set forth below. This information about our member distribution cooperatives may not be indicative of their future results. The recent enactment of legislation enabling retail customers to choose their supplier of electric service, but not transmission and distribution service, may significantly affect the member distribution cooperatives’ future results and financial conditions.

The information contained in these tables has been taken from RUS Financial and Statistical Reports (RUS Form 7) prepared by our member distribution cooperatives. Neither we nor the RUS has independently verified this information. We have compiled the information in the “Total” columns for informational purposes only.