================================================================================
                       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, 2001

                                       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)

          Georgia                                               58-1211925
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

         Post Office Box 1349
       2100 East Exchange Place
         Tucker, Georgia                                       30085-1349
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code           (770) 270-7600


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 [X] 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, 2001


                                                                        Page No.
                                                                        --------
PART I - FINANCIAL INFORMATION

       Item 1.  Financial Statements

                 Condensed Balance Sheets as of March 31, 2001
                 (Unaudited) and December 31, 2000                             3

                 Condensed Statements of Revenues and Expenses
                 (Unaudited) for the Three Months Ended
                 March 31, 2001 and 2000                                       5

                 Condensed Statements of Patronage Capital and Membership
                 Fees and Accumulated Other Comprehensive Margin
                 (Unaudited) for the Three Months Ended
                 March 31, 2001 and 2000                                       6

                 Condensed Statements of Cash Flows (Unaudited)
                 for the Three Months Ended March 31, 2001 and 2000            7

                 Notes to Condensed Financial Statements                       8

       Item 2.   Management's Discussion and Analysis of
                 Financial Condition and Results of Operations                 9

       Item 3.   Quantitative and Qualitative Disclosures About
                 Market Risk                                                  14


PART II - OTHER INFORMATION

      Item 6.    Exhibits and Reports on Form 8-K                             16

SIGNATURES                                                                    17



                                       2


PART I -  FINANCIAL INFORMATION
Item 1.  Financial Statements




Oglethorpe Power Corporation
Condensed Balance Sheets
March 31, 2001 and December 31, 2000
- --------------------------------------------------------------------------------
                                                                                    (dollars in thousands)

                                                                                 2001                    2000
                                     Assets                                  (Unaudited)
                                                                       ------------------------------------------
                                                                                               
Electric plant, at original cost:
  In service                                                                $ 4,885,727              $ 4,883,680
  Less:  Accumulated provision for depreciation                              (1,784,270)              (1,752,176)
                                                                            -----------              -----------
                                                                              3,101,457                3,131,504

  Nuclear fuel, at amortized cost                                                79,546                   83,470
  Construction work in progress                                                  33,164                   24,841
                                                                            -----------              -----------
                                                                              3,214,167                3,239,815
                                                                            -----------              -----------

Investments and funds:
  Decommissioning fund, at market                                               143,858                  148,300
  Deposit on Rocky Mountain transactions, at cost                                64,738                   63,665
  Bond, reserve and construction funds, at market                                29,110                   29,167
  Investment in associated organizations, at cost                                19,794                   19,997
  Other, at cost                                                                  1,513                    1,513
                                                                            -----------              -----------
                                                                                259,013                  262,642
                                                                            -----------              -----------

Current assets:
  Cash and temporary cash investments, at cost                                  274,284                  330,622
  Other short-term investments, at market                                        84,131                   81,715
  Receivables                                                                   102,951                  143,353
  Notes and interim financing receivables                                       121,107                   38,548
  Inventories, at average cost                                                   84,191                   75,389
  Prepayments and other current assets                                           33,684                   59,824
                                                                            -----------              -----------
                                                                                700,348                  729,451
                                                                            -----------              -----------

Deferred charges:
  Premium and loss on reacquired debt, being amortized                          171,955                  175,944
  Deferred amortization of Scherer leasehold                                    102,880                  102,753
  Discontinued projects, being amortized                                          8,731                    9,490
  Deferred debt expense, being amortized                                         16,662                   16,968
  Other                                                                          27,480                   31,107
                                                                            -----------              -----------
                                                                                327,708                  336,262
                                                                            -----------              -----------
                                                                            $ 4,501,236              $ 4,568,170
                                                                            ===========              ===========


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


                                       3

PART I -  FINANCIAL INFORMATION
Item 1.  Financial Statements



Oglethorpe Power Corporation
Condensed Balance Sheets
March 31, 2001 and December 31, 2000
- --------------------------------------------------------------------------------


                                                                                            (dollars in thousands)

                                                                                       2001                    2000
                             Equity and Liabilities                                (Unaudited)
                                                                                 -----------------------------------------
                                                                                                           
Capitalization:
  Patronage capital and membership fees and accumulated
     other comprehensive margin                                                          $371,668                $392,682
  Long-term debt                                                                        2,976,318               3,019,019
  Obligation under capital leases                                                         265,313                 267,449
  Obligation under Rocky Mountain transactions                                             64,738                  63,665
                                                                                 -----------------        ----------------
                                                                                        3,678,037               3,742,815
                                                                                 -----------------        ----------------

Current liabilities:
  Long-term debt and capital leases due within one year                                   138,713                 136,053
  Accounts payable                                                                         57,633                 114,964
  Notes payable                                                                           130,317                  78,482
  Accrued interest                                                                         49,312                  67,394
  Accrued and withheld taxes                                                                6,649                     674
  Other current liabilities                                                                 6,080                  23,017
                                                                                 -----------------        ----------------
                                                                                          388,704                 420,584
                                                                                 -----------------        ----------------

Deferred credits and other liabilities:
  Gain on sale of plant, being amortized                                                   52,714                  53,332
  Net benefit of sale of income tax benefits, being amortized                               8,009                  10,012
  Net benefit of Rocky Mountain transactions, being amortized                              82,022                  82,819
  Accumulated deferred income taxes                                                        63,485                  63,485
  Decommissioning reserve                                                                 169,331                 174,553
  Interest rate swap arrangements                                                          37,443                      -
  Other                                                                                    21,491                  20,570
                                                                                 -----------------        ----------------
                                                                                          434,495                 404,771
                                                                                 -----------------        ----------------
                                                                                       $4,501,236              $4,568,170
                                                                                 =================        ================



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

                                       4


Oglethorpe Power Corporation
Condensed Statements of Revenues and Expenses (Unaudited)
For the Three Months Ended March 31, 2001 and 2000
- --------------------------------------------------------------------------------


                                                                                    (dollars in thousands)

                                                                               2001                      2000
                                                                            -----------               ------------
                                                                                                   
Operating revenues:
   Sales to Members                                                           $296,506                   $264,705
   Sales to non-Members                                                         10,101                     10,177
                                                                            -----------               ------------
    Total operating revenues                                                   306,607                    274,882
                                                                            -----------               ------------

Operating expenses:
  Fuel                                                                          44,180                     49,112
  Production                                                                    54,221                     58,993
  Purchased power                                                              111,838                     72,514
  Depreciation and amortization                                                 32,113                     32,736
                                                                            -----------               ------------
    Total operating expenses                                                   242,352                    213,355
                                                                            -----------               ------------
Operating margin                                                                64,255                     61,527
                                                                            -----------               ------------

Other income (expense):
  Investment income                                                             10,249                      8,949
  Amortization of deferred gains                                                   619                        619
  Amortization of proceeds from sale of income tax benefits                      2,799                      2,799
  Allowance for equity funds used during construction                               24                         12
  Other                                                                            682                        259
                                                                            -----------               ------------
    Total other income                                                          14,373                     12,638
                                                                            -----------               ------------

Interest charges:
  Interest on long-term-debt and capital leases                                 53,558                     55,237
  Other interest                                                                 4,743                      4,539
  Allowance for debt funds used during construction                               (351)                       (99)
  Amortization of debt discount and expense                                      5,395                      5,300
                                                                            -----------               ------------
    Net interest charges                                                        63,345                     64,977
                                                                            -----------               ------------
Net margin                                                                     $15,283                     $9,188
                                                                            ===========               ============







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



                                       5


Condensed Statements of Patronage Capital and Membership Fees and
Accumulated Other Comprehensive Margin (Unaudited)
For the Three Months Ended March 31, 2001 and 2000

- --------------------------------------------------------------------------------

                                                                                           (dollars in thousands)


                                                                                Patronage        Accumulated
                                                                               Capital and          Other
                                                                               Membership        Comprehensive
                                                                                  Fees           Margin (Loss)         Total
                                                                             ---------------------------------------------------

                                                                                                      
Balance at December 31, 1999                                                  $ 371,634           ($  1,609)         $ 370,025
Components of comprehensive margin:
   Net margin                                                                     9,188                                  9,188
   Unrealized gain on available-for-sale securities                                                     174                174
                                                                                                                     ---------
Total comprehensive margin                                                                                               9,362
                                                                                                                     ---------

                                                                              ---------           ---------          ---------
Balance at March 31, 2000                                                     $ 380,822           ($  1,435)         $ 379,387
                                                                              =========           =========          =========







Balance at December 31, 2000                                                  $ 391,611           $   1,071          $ 392,682
Components of comprehensive margin:
   Net margin                                                                    15,283                                 15,283
   Cumulative effect of accounting change to record unrealized
        loss on interest rate swap arrangements as of January 1, 2001                               (33,515)           (33,515)
   Unrealized loss on interest rate swap arrangements                                                (3,928)            (3,928)
   Unrealized gain on available-for-sale securities                                                   1,146              1,146
                                                                                                                     ---------
Total comprehensive margin (loss)                                                                                      (21,014)
                                                                                                                     ---------

                                                                              ---------            --------          ---------
Balance at March 31, 2001                                                     $ 406,894           ($ 35,226)         $ 371,668
                                                                              =========           =========          =========



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

                                       6


Oglethorpe Power Corporation
Condensed Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2001 and 2000
- --------------------------------------------------------------------------------


                                                                                       (dollars in thousands)

                                                                                2001                          2000
                                                                           ---------------------------------------------

Cash flows from operating activities:
   Net margin                                                                      $15,283                       $9,188
                                                                           ----------------              ---------------
                                                                                                           
   Adjustments to reconcile net margin to net cash
      provided by operating activities:
        Depreciation and amortization                                               47,130                       51,244
        Allowance for equity funds used during construction                            (24)                         (12)
        Amortization of deferred gains                                                (619)                        (619)
        Amortization of net benefit of sale of income tax benefits                  (2,799)                      (2,799)
        Deferred income taxes                                                           -                           283
        Other                                                                         (857)                       3,341

   Change in net current assets, excluding long-term debt
      and capital leases due within one year and  notes payable:
        Notes receivable                                                               121                          200
        Receivables                                                                 40,402                        2,017
        Inventories                                                                 (8,802)                       5,482
        Prepayments and other current assets                                        (2,804)                      (2,174)
        Accounts payable                                                           (57,331)                     (14,144)
        Accrued interest                                                           (18,082)                     (35,718)
        Accrued and withheld taxes                                                   5,975                        6,698
        Other current liabilities                                                  (16,937)                      (1,277)
                                                                           ----------------              ---------------
          Total adjustments                                                        (14,627)                      12,522
                                                                           ----------------              ---------------
       Net cash provided by operating activities                                       656                       21,710
                                                                           ----------------              ---------------

Cash flows from investing activities:
     Property additions                                                            (11,075)                     (14,582)
     Net proceeds from bond, reserve and construction funds                            399                        3,013
     Decrease in investment in associated organizations                                203                          131
     Increase in other short-term investments                                       (1,613)                        (930)
     Increase in decommissioning fund                                               (3,100)                      (2,861)
     Other-generation equipment deposits                                            (4,784)                         -
                                                                           ----------------              ---------------
       Net cash used in investing activities                                       (19,970)                     (15,229)
                                                                           ----------------              ---------------

Cash flows from financing activities:
     Long-term debt proceeds, net                                                      325                       (2,957)
     Long-term debt payments                                                       (40,233)                     (60,685)
     Increase in notes payable                                                      51,835                       41,774
     Increase in notes receivable under interim financing agreement                (48,951)                     (42,405)
                                                                           ----------------              ---------------
       Net cash used in financing activities                                       (37,024)                     (64,273)
                                                                           ----------------              ---------------
Net decrease in cash and temporary cash investments                                (56,338)                     (57,792)
Cash and temporary cash investments at beginning of period                         330,622                      222,814
                                                                           ----------------              ---------------
Cash and temporary cash investments at end of period                              $274,284                     $165,022
                                                                           ================              ===============

Cash paid for:
     Interest (net of amounts capitalized)                                         $73,497                      $93,058
     Income taxes                                                                      -                            -


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

                                       7


                          Oglethorpe Power Corporation
                     Notes to Condensed Financial Statements
                             March 31, 2001 and 2000


(A)  The  condensed  financial  statements  included  in this  report  have been
     prepared by  Oglethorpe  Power  Corporation  (Oglethorpe),  without  audit,
     pursuant  to the rules  and  regulations  of the  Securities  and  Exchange
     Commission (SEC). In the opinion of management,  the information  furnished
     in  this  report  reflects  all  adjustments  (which  include  only  normal
     recurring  adjustments) and estimates  necessary to present fairly,  in all
     material  respects,  the results  for the periods  ended March 31, 2001 and
     2000.  Certain  information and footnote  disclosures  normally included in
     financial   statements  prepared  in  accordance  with  generally  accepted
     accounting  principles have been condensed or omitted pursuant to SEC rules
     and  regulations,  although  Oglethorpe  believes that the  disclosures are
     adequate to make the information presented not misleading.  These condensed
     financial  statements  should  be read in  conjunction  with the  financial
     statements  and the notes thereto  included in  Oglethorpe's  latest Annual
     Report on Form 10-K, as filed with the SEC.  Certain  amounts for 2000 have
     been  reclassified  to conform with the current  period  presentation.  The
     results of  operations  for the three month period ended March 31, 2001 are
     not necessarily indicative of results to be expected for the full year.


(B)  Effective  January 1,  2001,  Oglethorpe  adopted  Statement  of  Financial
     Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments
     and Hedging Activities." The standard establishes  accounting and reporting
     requirements  for  derivative  instruments,  including  certain  derivative
     instruments  embedded  in  other  contracts,  and  hedging  activities.  It
     requires the recognition of certain derivatives as assets or liabilities on
     Oglethorpe's  balance sheet and  measurement  of those  instruments at fair
     value. The accounting  treatment of changes in fair value is dependent upon
     whether or not a derivative  instrument is classified as a hedge and if so,
     the type of hedge. Oglethorpe has classified, pursuant to SFAS No. 133, the
     interest rate swap  arrangements  as cash flow hedges.  Accordingly,  as of
     January 1, 2001 Oglethorpe  recorded as a cumulative  effect  adjustment an
     unrealized   loss  in   comprehensive   margin  of  $33.5   million  and  a
     corresponding increase in other liabilities.

     The  application  of the new rules for SFAS No. 133 is still  evolving  and
     further guidance from the Financial  Accounting Standards Board is expected
     which could further impact Oglethorpe's financial statements.  In addition,
     Oglethorpe  will continue to evaluate use of  derivatives,  including their
     effectiveness for hedging, and to apply appropriate  procedures and methods
     for valuing them.

                                       8



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


Results of Operations

For the Three Months Ended March 31, 2001 and 2000
- --------------------------------------------------

Net Margin

Oglethorpe's  net margin for the three  months  ended  March 31,  2001 was $15.3
million  compared to $9.2  million  for the same period of 2000.  The higher net
margin for the  current  period  resulted  primarily  from  lower than  budgeted
production expenses.


Operating Revenues

Revenues from sales to Oglethorpe's 39 retail electric distribution  cooperative
members  (the  Members)  for the three  months  ended  March 31, 2001 were 12.0%
higher  than such  revenues  for the first three  months of 2000.  Megawatt-hour
(MWh)  sales to  Members  were 8.1%  higher in the  current  three-month  period
compared  to the same  period of 2000.  The  increase in MWh sales to Members in
2001  compared  to 2000 was  primarily  due to  continued  sales  growth  in the
Members' service territories.  The average revenue per MWh from sales to Members
was 3.6% higher for the current period than in the same period of 2000.

The components of Member  revenues for the three months ended March 31, 2001 and
2000 were as follows:

                                                 Three Months
                                                Ended March 31,
                                                --------------
                                              2001            2000
                                              ----            ----
                                             (dollars in thousands)

Capacity revenues                          $158,478         $155,316
Energy revenues                             138,028          109,389
                                           --------         --------
     Total                                 $296,506         $264,705
                                           ========         ========



While  capacity  revenues from Members for the three months ended March 31, 2001
compared to 2000 increased  slightly,  energy revenues were 26.2% higher for the
current  period  compared  to the same  period of 2000.  The  increase in energy
revenues in 2001 was partly due to the  pass-through  of higher  purchased power
energy costs and partly due to the increase in the volume of purchased MWhs (see
"Operating  Expenses" below).  Oglethorpe's  average energy revenue per MWh from
sales to Members was 16.7% higher in the current  three-month period compared to
the same period of 2000.

Sales to non-Members  were  primarily  from energy sales to other  utilities and


                                        9


power  marketers.  The  following  table  summarizes  the amounts of  non-Member
revenues from these sources for the three months ended March 31, 2001 and 2000:

                                                            Three Months
                                                            Ended March 31,
                                                            --------------
                                                          2001           2000
                                                          ----           ----
                                                         (dollars in thousands)

Sales to other utilities                               $ 8,156           $ 8,576
Sales to power marketers                                 1,945             1,601
                                                         -----             -----
     Total                                             $10,101           $10,177
                                                       =======           =======

Sales to other utilities represent sales made directly by Oglethorpe. Oglethorpe
sells for its own account any energy available from the portion of its resources
dedicated to Morgan  Stanley  Capital  Group Inc.  (Morgan  Stanley) that is not
scheduled by Morgan Stanley pursuant to its power marketer arrangement.

Sales to the power marketers  represent the net energy  transmitted on behalf of
LG&E Energy Marketing Inc. (LEM) and Morgan Stanley  off-system on a daily 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 power  marketers  depends  primarily on the power
marketers' decisions for servicing their load requirements.

Operating Expenses

Operating  expenses for the first quarter of 2001 were 13.6% higher  compared to
the same period of 2000.  The increase was due to higher  purchased  power costs
for the  three-month  period ended March 31, 2001 compared to the same period of
2000,  offset  somewhat by decreases in fuel costs and production  costs for the
first quarter of 2001 compared to the same period of 2000.

Purchased power costs  increased  54.2% in the current  quarter  compared to the
same period of 2000.  This was primarily due a 36.5%  increase in purchased MWhs
in 2001 compared to the same period of 2000.  In addition,  the average cost per
MWh of total  purchased power increased 13.0% in 2001 compared to the comparable
period of 2000. Purchased power costs were as follows:

                                       Three Months
                                      Ended March 31,
                                      --------------
                                    2001           2000
                                    ----           ----
                                   (dollars in thousands)

Capacity costs                   $ 24,918       $ 21,611
Energy costs                       86,920         50,903
                                   ------         ------

     Total                       $111,838       $ 72,514
                                 ========       ========



                                       10


Purchased  power  capacity  costs for the three months ended March 31, 2001 were
15.3%  higher  than the same  period of 2000.  The  higher  capacity  costs were
primarily  a  result  of  capacity  charges  incurred  for  new  power  purchase
agreements,  including an agreement  with Doyle I, LLC  commencing  in May 2000.
Purchased  power  energy  costs for the  three-month  period of 2001 were  70.8%
higher  compared to the same period of 2000.  This increase  primarily  resulted
from the higher  volume of purchased  MWhs.  In addition,  higher  prices in the
wholesale  electricity  markets  during the first  quarter of 2001 resulted in a
25.1%  increase in the average  cost of  purchased  power energy per MWh for the
three-month period of 2001 compared to 2000.

Production  costs  decreased  8.1% in the current  quarter  compared to the same
period of 2000. The lower production costs in 2001 resulted from lower operation
and maintenance  (O&M) expenses at Plants Scherer and Wansley.  O&M expenses for
Plant  Scherer  were higher in 2000 due to a $1.6 million true up for sharing of
O&M  expenses  between the owners of Units No. 3 and 4 related to the burning of
western coal.  The lower O&M expenses in 2001 at Plant Wansley were due to lower
maintenance  outage costs at Unit No. 2 in the first quarter of 2001 compared to
the same quarter of 2000.

For the  current  three-month  period  compared to the same period of 2000 total
fuel costs decreased 10.0% while total  generation  decreased only 1.1%. For the
current  three-month  period,  nuclear  generation  was 8.1%  higher  and fossil
generation  was 11.6% lower as  compared to the same period of 2000.  The larger
portion of nuclear  generation,  with its lower  average  fuel cost  compared to
fossil generation, yielded a 9.1% decrease in average fuel cost.

Other Income

Investment income increased 14.5% in the current  three-month period compared to
the  same  period  of 2000  primarily  due to  higher  cash and  temporary  cash
investment balances.




                                       11


Financial Condition

Capital Requirements and Liquidity and Sources of Capital
- ---------------------------------------------------------

Under the  Wholesale  Power  Contracts,  Members  can  elect on an annual  basis
whether to have  Oglethorpe  provide  joint  planning  and  resource  management
services. See "OGLETHORPE'S POWER SUPPLY  RESOURCES--Future  Power Resources" in
Item 1 of  Oglethorpe's  2000 Annual  Report on Form 10-K.  Oglethorpe is in the
process of arranging  the  necessary  power  supply for Members  that  currently
participate in joint planning and resource management services.  In this regard,
Oglethorpe  has entered into  agreements  to acquire and construct six gas-fired
combustion  turbines  designed  to provide  618 MW of  capacity  and a gas-fired
combined  cycle  facility  designed to provide 468 MW of  capacity.  Four of the
combustion  turbines are scheduled for completion in 2002, with the other two to
be completed in 2003. The combined cycle facility is scheduled for completion in
2003.  Oglethorpe  expects that these facilities will ultimately be owned by two
separate entities, which will be owned by those Members who participate in these
facilities.

Oglethorpe is currently  providing  interim  financing for the  construction  of
these  facilities.  As of March  31,  $116.8  million  of  commercial  paper was
outstanding for this purpose.  Oglethorpe expects to issue the maximum amount of
its commercial  paper ($260 million) by the fall of 2001 in conjunction with the
interim financing of these new generation  facilities.  Oglethorpe has submitted
loan  applications to the Rural Utilities Service (RUS) to provide financing for
these  projects  and  expects  a  response  from RUS  later  in  2001.  The loan
applications  were made on behalf of any entity  that may  ultimately  own these
facilities.  If RUS funding is delayed or denied,  Oglethorpe  will  continue to
finance  these  projects  with funds from  operations  and will seek  additional
construction financing until permanent financing is obtained.

Oglethorpe  also  continues  to make  payments  under an  agreement  to purchase
equipment  for a  gas-fired  combined  cycle  facility.  As of March  31,  2001,
Oglethorpe  had $14.3  million  of  commercial  paper  outstanding  relating  to
payments under this agreement.  Oglethorpe is pursuing a sale of this equipment,
but will  continue to make payments  under the agreement  until the equipment is
sold.

See "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Financial  Condition--Capital  Requirements"  and  "--Liquidity  and
Sources of Capital" in Item 7 of Oglethorpe's 2000 Annual Report on Form 10-K.

General
- -------

Total  assets and total equity plus  liabilities  as of March 31, 2001 were $4.5
billion,  which was $66.9 million less than the total at December 31, 2000.  The
decrease  was due  primarily  to  depreciation  of plant,  and to  decreases  in
receivables  and  cash  and  temporary  cash  investments,  offset  somewhat  by
additions to construction work in progress.


                                       12


Assets


Property  additions  for the three  months  ended March 31, 2001  totaled  $11.1
million primarily for purchases of nuclear fuel and for additions, replacements,
and improvements to existing generation facilities.

The decrease in cash and temporary cash investments was a result of cash used in
financing  and  investing  activities,   including  debt  principal  repayments,
exceeding cash provided from operations.

The decrease in receivables is primarily due to a cold December,  which resulted
in higher  energy  charges  billed to Members at December 31, 2000 than at March
31, 2001.

The increase in notes and interim  financing  receivable is primarily due to the
construction of new generating facilities as discussed above. Oglethorpe expects
that these facilities will ultimately be owned by two separate  entities,  which
will be owned by those Members who participate in these facilities.

Inventories  increased primarily as a result of the seasonal buildup of the coal
stockpiles  at plants  Scherer  and Wansley in  preparation  for the summer peak
period.

The decrease in  prepayments  and other current  assets was primarily due to the
reclassification  of $33.8  million in equipment to notes and interim  financing
receivables.   See  above  for   discussion  of  notes  and  interim   financing
receivables.

The decrease in other deferred  charges was due to the  amortization  of nuclear
outage costs exceeding additional nuclear outage costs.


Equity and Liabilities


Accounts  payable  decreased  principally due to the accrual of lower off-system
energy  charges at March 31, 2001 as compared to December 31,  2000.  Due to the
cold weather in December,  off-system energy purchases were significantly higher
in December. In addition,  accruals for Georgia Power Company charges were lower
at March 31, 2001.

The increase in notes payable was  attributable  to  commercial  paper issued by
Oglethorpe as interim  financing for costs incurred in the  construction  of the
future generation  facilities  discussed above.  (See "Capital  Requirements and
Liquidity  and Sources of Capital"  above for a discussion  regarding  permanent
financing of these projects.)

The decrease in accrued  interest  primarily  resulted from an interest  payment
associated  with the lease of Plant Scherer Unit No. 2, and to a lesser  extent,
interest  payments  associated  with  certain  Pollution  Control  Bonds.  These
payments were made January 2, 2001 for interest  accrued during the previous six
months.




                                       13


Accrued and withheld taxes increased as a result of the normal monthly  accruals
for property taxes, which are generally paid in the fourth quarter of the year.

The decrease in other current liabilities resulted primarily from lower negative
cash  balances  at March 31, 2001 as compared  to  December  31,  2000,  and for
payment of year-end accruals.

The interest rate swap arrangements  represent an unrealized loss from adoption
of SFAS No.  133.  For  further  discussion  see  Note B 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  trends in
Oglethorpe's  business 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,  certain 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   "OGLETHORPE'S    POWER   SUPPLY
RESOURCES--Future  Power  Resources," "FACTORS  AFFECTING  THE ELECTRIC  UTILITY
INDUSTRY" and "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS  OF   OPERATIONS--Miscellaneous--Competition"   in  Items  1  and  7  of
Oglethorpe's  2000  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.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Changes in Risk Exposure

In April 2001,  Oglethorpe  entered  into two swap  agreements  with  respect to
specified  quantities  of natural  gas in 2002 and 2003.  Under the  agreements,
Oglethorpe  pays the  counterparty at a fixed price and receives a payment based
on a market price index for natural gas. These payment  obligations  are netted,
such that if the market  price index is lower than the fixed  price,  Oglethorpe
will make a net payment,  and if the market price index is higher than the fixed
price,  Oglethorpe  will receive a net payment.  Oglethorpe will pass through an
applicable  portion of the costs and benefits of this agreement to Smarr EMC and
to a new entity that will own the combustion  turbines  scheduled for completion
in 2002 and 2003. See "Financial Condition--Capital  Requirements and Sources of
Capital" in Item 2 above and  "QUANTITATIVE  AND QUALITATIVE  DISCLOSURES  ABOUT
MARKET RISK--Commodity Price Risk" in Item 7A of Oglethorpe's 2000 Annual Report
on Form 10-K. Oglethorpe's market price risk exposure on these agreements is not
material.  Oglethorpe may enter into similar agreements regarding natural gas in
the future.



                                       14


Oglethorpe's  market  risks have not changed  materially  from the market  risks
reported  in  Oglethorpe's  2000  Annual  Report on Form 10-K.  For  information
regarding  Oglethorpe's  risk management  policies,  see Item 7A of Oglethorpe's
Annual Report on Form 10-K.











                                       15


PART II -   OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

  (a)   Exhibits

   None.

   (b)   Reports on Form 8-K

   No  reports on Form 8-K were filed by Oglethorpe  for the quarter ended March
31, 2001.









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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.


                                Oglethorpe Power Corporation
                                (An Electric Membership Corporation)



Date: May 15, 2001          By: /s/ Thomas A. Smith
                                -------------------
                                    Thomas A. Smith
                               President and Chief Executive Officer
                              (Principal Executive Officer)

Date: May 15, 2001              /s/ Mac F. Oglesby
                                ------------------
                                    Mac F. Oglesby
                               Treasurer
                              (Principal Financial Officer)

Date: May 15, 2001             /s/ W. Clayton Robbins
                               ----------------------
                                   W. Clayton Robbins
                               Senior Vice President, Finance and Administration
                              (Principal Financial Officer)

Date: May 15, 2001             /s/ Willie B. Collins
                               ---------------------
                                   Willie B. Collins
                               Controller
                              (Chief Accounting Officer)

                                       17