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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2004

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 No. 33-7591

Oglethorpe Power Corporation
(An Electric Membership Corporation)
(Exact name of registrant as specified in its charter)

               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

              Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of
1934).                Yes                No

              Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The registrant is a membership corporation and has no authorized or outstanding equity securities.

OGLETHORPE POWER CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2004

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

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

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

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

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

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Oglethorpe’s net margin for the three months ended March 31, 2004 was $12.7 million compared to $9.9 million for the same period of 2003. The higher net margin for the three-month period of 2004 was due to higher budgeted versus actual expense relating to fixed production and administrative and general expenses for the 2004 period as compared to the same period of 2003.

Operating Revenues

Oglethorpe’s operating revenues fluctuate from period to period based on factors including weather and other seasonal factors, load growth in the service territories of Oglethorpe’s 39 electric distribution cooperative members (the Members), operating costs, availability of electric generation resources, Oglethorpe’s decisions of whether to dispatch its owned or purchased resources or Member-owned resources over which it has dispatch rights and by Members’ decisions of whether to purchase a portion of their hourly energy growth requirements from Oglethorpe resources or from other suppliers.

Total revenues from sales to the Members for the three-month period ended March 31, 2004 were 13.0% higher than such revenues for the same period of 2003. Megawatt-hour (MWh) sales to Members increased 9.4% in the current period compared to the same period of 2003. The average total revenue per MWh from sales to Members increased 3.3% for the current period compared to the same period of 2003.

The components of Member revenues for the three months ended March 31, 2004 and 2003 were as follows:

Capacity revenues from Members increased 12.1% for the current three-month period compared to the same period of 2003. The increase in capacity revenues for the current quarter was primarily due to an increase in revenue requirement beginning in May 2003 associated with fixed cost recovery for the Chattahoochee and Talbot generating facilities acquired by Oglethorpe in May 2003. See Note (D) and “Financial Condition” for further discussion regarding the merger of Oglethorpe and Chattahoochee and Talbot EMCs.

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Energy revenues were 14.2% higher for the three-month period ended March 31, 2004 compared to the same period of 2003. The increase in energy revenues for the first quarter of 2004 was primarily due to recovery of increases in fuel costs partly related to operating the recently acquired Chattahoochee generating facilities and partly due to increased generation from coal-fired facilities (see “Operating Expenses” below). Oglethorpe's average energy revenue per MWh from sales to Members was 4.4% higher in the current quarter compared to the same quarter of 2003.

Sales to non-Members were from energy sales to power companies and from energy sales to LG&E Energy Marketing Inc. (LEM) and Morgan Stanley Capital Group Inc. (Morgan Stanley) under their power marketer arrangements with Oglethorpe. The following table summarizes the sources of non-Member revenues for the three months ended March 31, 2004 and 2003:

Sales to power companies represent sales made directly by Oglethorpe. Oglethorpe may sell for its own account any energy available from the portion of its resources dedicated to Morgan Stanley that is not scheduled by Morgan Stanley pursuant to the power marketer arrangement. Oglethorpe sells short-term energy to non-Members for the benefit of Members participating in its capacity and energy pool.

Sales to LEM and Morgan Stanley represent the net energy transmitted on behalf of LEM and Morgan Stanley off-system on an hourly basis from Oglethorpe's total resources under the LEM and Morgan Stanley power marketer arrangements. Oglethorpe sold this energy to LEM at Oglethorpe's cost, subject to certain limitations, and to Morgan Stanley at a contractually fixed price. The volume of sales to LEM and Morgan Stanley depends primarily on the power marketers’ decisions for servicing their load requirements.

Operating Expenses

Operating expenses for the three-month period ended March 31, 2004 were 13.9% higher compared to the same period of 2003. The increase during the first quarter of 2004 compared to the same period of 2003 was primarily due to higher fuel, depreciation and accretion expenses.

For the three-month period of 2004 compared to the same period of 2003, total fuel costs increased 27.7%. The increase was partly due to 18.0% higher generation from Oglethorpe’s coal-fired facilities (primarily due to increased MWhs sold to Members) and partly due to fuel costs incurred at the Chattahoochee and Talbot generating facilities. These facilities were acquired in May 2003; therefore, there were no corresponding fuel costs for these facilities in 2003.

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Purchased power costs increased 4.4% for the three-month period ended March 31, 2004 compared to the same period of 2003. Purchased MWhs increased 2.9% for the current period of 2004 compared to the same period of 2003. The average cost per MWh of total purchased power increased 1.5% in the current period of 2004 compared to the same period of 2003. Purchased power costs were as follows:

Purchased power energy costs for the three-month period ended March 31, 2004 was 5.3% higher compared to the same period of 2003. The average cost of purchased power energy for the three months ended March 31, 2004 was 2.3% higher compared to the same period of 2003.

Depreciation and amortization increased 16.4% or $5.4 million in the first quarter of 2004 compared to the same period of 2003. The increase is primarily attributable to depreciation expense associated with the Chattahoochee and Talbot generating facilities acquired by Oglethorpe in May 2003. There was no corresponding depreciation expense for these facilities in the first quarter of 2003.

Accretion expense, which Oglethorpe began recording in January 2003, represents the change in the asset retirement obligations due to the passage of time. For nuclear decommissioning, Oglethorpe records a regulatory asset for the timing difference in accretion expense recognized under SFAS No. 143 compared to the expense recovered for ratemaking purposes. The accretion expense recognized is equal to the earnings from the decommissioning trust fund. In 2004 decommissioning trust fund earnings were greater than in 2003, thus accretion expense recognized was higher in 2004.

Other Income

Investment income increased 83.0% or $4.5 million in the current three-month period compared to the same period of 2003. The increase is primarily due to higher earnings from the decommissioning fund.

Interest Charges

Interest on long-term debt and capital leases increased 5.9% in the current three-month period compared to the same period of 2003. The increase resulted primarily from interest costs related to debt issued to finance the generating facilities acquired by Oglethorpe in the merger of Chattahoochee EMC and Talbot EMC. Other interest expense decreased $1.1 million for the first quarter of 2004 compared to the same period of 2003. The decrease was primarily due to the commercial paper issued to finance a portion of the Talbot EMC and Chattahoochee EMC construction projects that was refinanced with long-term FFB loans and the related interest costs are now reflected in interest on long-term debt and capital leases. Amortization of debt discount and expense increased $572,000 in the current period of 2004 compared to the same period of 2003 primarily due to amortization of debt issuance costs associated with a $133.3 million pollution control revenue bond (PCB) refunding transaction completed in December 2003.

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Financial Condition

Capital Requirements and Liquidity and Sources of Capital

Environmental Matters

Oglethorpe’s future capital expenditures depend in part on future environmental regulations, including future implementation of existing laws and regulations and how Oglethorpe and the other co-owners of Plants Scherer and Wansley choose to comply with these regulations, once finalized. See Management’s Discussion and Analysis for Financial Condition and Results of Operations–Financial Condition–Capital Requirements” in Oglethorpe’s Annual Report on Form 10-K for the year ended December 31, 2003.

In April 2004, EPA designated certain areas in Georgia as attainment or nonattainment under the new 8-hour standard for ozone. A nonattainment area was designated around Macon, which includes Plant Scherer, and for 20-counties around Atlanta. Although further reductions in nitrogen oxides may be required at Plants Wansley and/or Scherer depending on the state’s implementation plan to attain the standards for these nonattainment areas, the final impact cannot be determined at this time.

In April 2004, EPA issued a final regional nitrogen oxide reduction rule, which now sets the compliance date for May 1, 2007. What additional controls, if any, will be needed at Plants Wansley and/or Scherer to comply with this rule will not be known until the Georgia Environmental Protection Division (EPD) finalizes its state implementation plan.

In May 2004, EPA proposed a revised regional haze rule, instructing the states on how and when to implement controls on certain sources to improve visibility. The impact of this proposal will depend on the development and implementation of final rules by EPA and EPD, but could result in the installation of additional controls at Plants Wansley and/or Scherer.

Financing for Talbot EMC and Chattahoochee EMC

In May 2003, Talbot EMC and Chattahoochee EMC were merged with and into Oglethorpe. Pursuant to the merger, Oglethorpe succeeded to all of the assets and liabilities of Talbot EMC and Chattahoochee EMC. The assets consist of a 618 MW combustion turbine facility referred to as the Talbot Energy Facility and a 468 MW combined cycle facility referred to as the Chattahoochee Energy Facility. Oglethorpe is financing these generating facilities through two loans from the FFB, guaranteed by the RUS. At March 31, 2004, $565 million had been drawn under these loans, and Oglethorpe expects to receive its final loan advance of approximately $13 million in late 2004. Oglethorpe provided interim financing for these generating facilities through its commercial paper program. However, by December 31, 2003, sufficient funds had been drawn under the FFB loans to retire all outstanding commercial paper issued for this purpose. (See “MANAGEMENT'S DISCUSSION A ND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Financial Condition – Capital Requirements– Financing for Acquisition of Talbot EMC and Chattahoochee EMC” in Item 7 of Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 2003.)

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Liquidity

As of March 31, 2004, Oglethorpe had $620 million of available liquidity to meet short-term cash needs and liquidity requirements. This liquidity consisted of, (i) approximately $108 million in cash and temporary cash investments, (ii) $97 million in other short-term investments, (iii) $20 million available under a letter of credit facility, and (iv) $395 million available under three committed line of credit facilities (including a $295 million committed line of credit facility that supports Oglethorpe’s commercial paper program).

Other Financings

Oglethorpe anticipates submitting a loan application totaling approximately $76 million to the RUS in late 2004. If approved, the loan will fund normal additions and replacements to generation facilities expected to be incurred in 2004 through 2007. This loan would be funded through the FFB and guaranteed by the RUS and the debt would be secured under Oglethorpe’s Mortgage Indenture.

Oglethorpe is also monitoring the current interest rate environment and may take advantage of other refinancing opportunities, such as converting a portion of its existing tax-exempt PCB debt from a variable rate to a fixed rate of interest.

General

Total assets and total equity plus liabilities as of March 31, 2004 were $4.7 billion, which was $200 million lower than the total at December 31, 2003. The decrease was due primarily to depreciation of plant and decreases in cash and temporary cash investments. The decrease in cash and temporary cash investments was primarily a result of principal and interest payments and the redemption of certain PCBs that reached their first call date on January 1, 2004.

Assets

Property additions for the three months ended March 31, 2004 totaled $12.0 million, primarily for purchases of nuclear fuel and for additions, replacements, and improvements to existing generation facilities.

The bond, reserve and construction funds balance decreased 62.6% as the result of lower debt service reserve requirements at March 31, 2004 as compared to December 31, 2003. In conjunction with the December 2003 PCB refinancing, approximately $13.6 million was released from the debt service reserve funds and applied mainly to the payment of principal and interest due on the bonds being refunded. The newly issued PCBs do not require a debt service reserve fund.

The 16.1% increase in deferred nuclear outage costs resulted from the deferral of refueling outage costs incurred for Plant Hatch Unit No. 1, which began the outage during the first quarter of 2004. Nuclear outage costs incurred during a refueling outage are deferred and amortized over an 18-month or 24-month operating cycle, depending upon the plant.

The deferred asset retirement obligation costs decreased 21.9%, or $3.3 million, primarily as a result of earnings associated with the nuclear decommissioning funds. As a result of these earnings, approximately $3.0 million of additional amortization was recognized as accretion expense. For information regarding accretion expense, see “Operating Expenses” above.

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Equity and Liabilities

Long-term debt and capital leases due within one year decreased by 41.3% as a result of principal payments made during the first quarter of 2004. The balance at December 31, 2003 included the PCBs that reached their first call date on January 1, 2004 and which were redeemed.

Accounts payable decreased 45.3% primarily as a result of a decrease in payables to GPC and the power marketers. The payable to GPC at December 31, 2003 included larger accruals for fuel purchases and costs for certain capital additions to existing generation facilities.

The increase in accrued interest was largely due to the interest expense accrual associated with the lease of Plant Scherer Unit No. 2, which is paid semi-annually. No interest expense was accrued at December 31, 2003 for the Scherer debt as a result of the payment made (as due) on that date.

Accrued and withheld taxes decreased as a result of the payment of certain 2003 property tax bills during the first quarter of 2004, which exceeded the monthly accruals for 2004 property taxes.

The decrease in other current liabilities resulted primarily from payment of certain year-end accruals and a performance-based pay accrual.

New and Proposed Accounting Pronouncements

For a discussion of New and Proposed Accounting Pronouncements see Notes B and C of Notes to Condensed Financial Statements.

Forward-Looking Statements and Associated Risks

This Quarterly Report on Form 10-Q contains forward-looking statements, including statements regarding, among other items, (i) anticipated transactions by Oglethorpe and (ii) Oglethorpe's future capital requirements and sources of capital. These forward-looking statements are based largely on Oglethorpe's current expectations and are subject to a number of risks and uncertainties, some of which are beyond Oglethorpe's control. For factors that could cause actual results to differ materially from those anticipated by these forward-looking statements, see "BUSINESS-Competition" in Item 1 of Oglethorpe's 2003 Annual Report on Form 10-K. In light of these risks and uncertainties, there can be no assurance that events anticipated by the forward-looking statements contained in this Quarterly Report will in fact transpire.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Oglethorpe's market risks have not changed materially from the market risks reported in Oglethorpe's 2003 Annual Report on Form 10-K.

Item 4. Controls and Procedures

As of March 31, 2004, Oglethorpe had carried out an evaluation, under the supervision and with the participation of its management, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on this evaluation, the President and Chief Executive Officer and the Senior Vice President, Finance and Planning concluded that Oglethorpe's disclosure controls and procedures are effective to ensure that information required to be disclosed by Oglethorpe in the reports that Oglethorpe files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods required by the Securities Exchange Act and the rules there under.

No change in Oglethorpe's internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or are reasonably likely to materially affect, Oglethorpe’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Environmental Matters

For information about environmental matters that could have an effect on Oglethorpe, see Note (F) to Notes to Condensed Financial Statements.

Item 5. Other

               At the Annual Meeting of the Members on March 29, 2004, the Members elected new directors to fill the positions created by the November 2003 amendments to the Bylaws to change the composition and size of the Board of Directors from ten to thirteen directors. The current directors of Oglethorpe are as follows:

               The members of Oglethorpe’s Audit Committee are Wm. Ronald Duffey, Marshall S. Millwood, Jeffrey W. Murphy, Robert E. Rentfrow and H.B. Wiley, Jr. Mr. Duffey is the Chairman of the Audit Committee. Oglethorpe’s Board of Directors has determined that Mr. Duffey qualifies as an independent audit committee financial expert.

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Item 6. Exhibits and Reports on Form 8-K

               (a)      Exhibits

               (b)      Reports on Form 8-K

               No reports on Form 8-K were filed by Oglethorpe for the quarter ended March 31, 2004.

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SIGNATURES

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.

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