SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date Of Earliest Event Reported): ~~October~~September 2715, ~~2003~~2004

Commission File Number 33-82034

INDIANTOWN COGENERATION, L.P. (Exact name of co-registrant as specified in its charter)

(Exact name of co-registrant as specified in its charter)


Delaware		52-1722490
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Delaware		52-1722490
(State or other jurisdiction of		(I.R.S. Employer Identification Number)
incorporation or organization)

INDIANTOWN COGENERATION FUNDING CORPORATION
(Exact name of co-registrant as specified in its charter)

INDIANTOWN COGENERATION FUNDING CORPORATION


Delaware		52-1889595
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

~~(Exact~~7600 ~~name~~Wisconsin ofAvenue Bethesda, coMaryland 20814 (Co-~~registrant~~registrants’ asaddress ~~specified~~of inprincipal ~~its~~executive ~~charter~~offices)

Delaware		52-1889595
(State or other jurisdiction of		(I.R.S. Employer Identification Number)
incorporation or organization)

(301) 280-6800
(Co-registrants’ telephone number, including area code)

~~7600~~Item ~~Wisconsin~~8.01 ~~Avenue~~ Other Events

~~Bethesda~~Relationship with National Energy & Gas Transmission, ~~Maryland~~Inc. ~~20814-6161~~(“NEGT”)

On September 15, 2004, NEGT announced that it had entered into a definitive purchase agreement with GS Power Holdings II LLC, a wholly owned subsidiary of The Goldman Sachs Group, Inc., (~~Registrants~~the “GS Power Agreement”) to acquire NEGT’s equity ~~address~~interests in 12 power plants and a natural gas pipeline, including NEGT’s indirect ownership interests in Indiantown Cogeneration, L.P. (the “Partnership”). The GS Power Agreement resulted from a multi-round bankruptcy court-sanctioned auction bidding process in which GS Power Holdings II LLC was ultimately the winning bidder. As a result, the purchase agreement between NEGT and Denali Power, LLC previously disclosed in a Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 will ultimately be terminated prior to the consummation of ~~principal~~the ~~executive~~sale ~~offices~~under the GS Power Agreement. On September 23, 2004, the U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division (“Bankruptcy Court”) issued an order approving the GS Power Agreement. NEGT expects the transaction, which is subject to certain regulatory and third party approvals, to close in the first quarter of 2005. The Goldman Sachs Group, Inc., through its ownership of Cogentrix Energy, Inc., already owns indirect beneficial interests in the Partnership through the general partner interest of Palm Power Corporation and limited partner interest of Thaleia LLC.

The Partnership is managed by Power Services Company (~~301~~“PSC”, formerly known as PG&E National Energy Group Company)~~-718-6800~~, pursuant to a Management Services Agreement (the “MSA”). The Facility is operated by U.S. Operating Services Company (“OSC”, formerly known as PG&E Operating Services Company), pursuant to an Operation and Maintenance Agreement (the “O&M Agreement”). PSC and OSC are general partnerships indirectly wholly owned by NEGT.

~~(Registrants~~NEGT’s ~~telephone~~indirect ~~number,~~ownership ~~including~~interest ~~area~~in ~~code~~the general partner interest of Palm Power Corporation and the limited partner interest of Thaleia LLC are included within the sale as contemplated by the GS Power Agreement (the “GS Power Sale”). As presently contemplated, the GS Power Sale, if consummated, is not expected to affect the MSA and the O&M Agreement with the Partnership.

~~Item 5.~~Credit ~~Other Events~~Ratings

~~Indiantown~~On ~~Cogeneration~~September 17, L2004, Moody’s Investors Services (“Moody’s”) issued a credit opinion confirming the Partnership’s senior secured debt rating at Ba1 with a stable rating outlook.P. ~~replaces~~In this credit ~~agreements~~opinion, Moody’s stated that the rating considers the September 15, 2004 announcement by NEGT concerning the GS Power Agreement, which includes NEGT’s indirect ownership in the Partnership.

~~On October 10, 2003, Indiantown Cogeneration, L.P. (the “Partnership”)~~1 closed a transaction with Credit Lyonnais New York Branch (“CL”), as agent and arranger, to replace certain letters of credit and revolving facilities up to $52,925,906 required pursuant to certain of the Partnership’s contracts. The facilities include a Debt Service Letter of Credit up to $29,925,906, which has a term of seven years; Performance Letters of Credit up to $15,000,000, which have a term of five years; and a Working Capital Revolving Facility up to $8,000,000, which has a term of three years and is presently capped at $3,000,000. The Partnership satisfied the applicable conditions precedent set forth in the financing documents relating to this transaction.

~~Under~~On ~~the~~September 24, ~~Performance~~2004 ~~Letters~~Standard ofand ~~Credit,~~Poor’s (“S&P”) issued a bulletin stating that it does not expect the ~~Energy~~recent ~~Services~~announcement ~~Agreement~~by NEGT concerning the GS Power ~~Letter~~Agreement ofto ~~Credit~~affect ~~for~~the ~~$10,000,000~~rating ~~was~~on ~~issued~~the insenior ~~favor~~secured debt of ~~Louis~~Indiantown Cogeneration ~~Dreyfus~~Funding ~~Citrus~~Corporation, which is currently at BBB- with a credit ~~Inc~~watch negative. ~~(“LDC”)~~S&P also stated that is analyzing the possible effects of the proposed ownership change on the project.

~~Letters~~Cautionary ofStatement ~~credit~~Regarding ~~previously~~Forward-Looking ~~drawn by LDC on November 14, 2002 and by FPL~~Statements ~~on December 16, 2002 for $10.0 million and $1.7 million, respectively, and~~ ~~which converted to term loans, were paid in full at closing. Subordinated fees~~ ~~and interest under the Management Services Agreement and the Operation and Maintenance Agreement totaling $1,161,573 and $2,329,837, respectively, were also paid at closing.~~

The ~~Debt~~information ~~Service~~in ~~Letter~~this ofCurrent ~~Credit,~~Report ~~which~~on ~~was~~Form ~~issued~~8-K ~~for~~includes ~~the full~~forward-looking ~~$29,925,906,~~statements ~~replaces~~about ~~one~~the future that ~~was~~are ~~due~~necessarily subject to ~~expire~~various onrisks ~~November 22, 2005.~~and ~~Pursuant~~uncertainties. toUse ~~the terms~~ of ~~the~~words ~~Disbursement~~like ~~Agreement~~“anticipate,” ~~available~~“estimate,” ~~cash flows were~~“intend,” ~~required~~“project,” to“plan,” be“expect,” ~~deposited~~“will,” on“believe,” a“could,” ~~monthly~~and ~~basis~~similar expressions ~~beginning~~help onidentify ~~May 22,~~forward-looking ~~2002~~statements ~~into~~under the Private ~~Debt~~Securities ~~Service~~Litigation ~~Reserve~~Reform ~~Account~~Act. orThese ~~the~~statements ~~Tax~~are ~~Exempt~~based ~~Debt~~on ~~Service~~current expectations ~~Reserve~~and ~~Account~~assumptions, as which the ~~case~~Partnership ~~may~~believes ~~be,~~are ~~until~~reasonable ~~the~~and on ~~required~~information ~~Debt~~currently ~~Service~~available ~~Reserve~~to ~~Account~~the ~~Maximum Balance~~Partnership. ~~was~~Actual ~~achieved.~~results ~~Deposits~~could differ ~~previously~~materially ~~made~~from those contemplated by the ~~Partnership~~forward-looking ~~into~~statements. Consequently, the ~~Debt~~ ~~Service~~forward-looking ~~Reserve~~statements ~~Account~~in ~~totaling~~this ~~$12,000,000~~Current asReport ofshould ~~September 30,~~not be ~~2003~~regarded ~~were returned~~as torepresentations by the ~~Revenue~~Partnership ~~Account~~or asany aother ~~result~~person ofthat the expected ~~replacement~~outcomes ~~Debt~~can ~~Service Reserve~~or ~~Letter~~will be achieved. Some of ~~Credit~~the ~~and~~factors ~~were~~that ~~used~~could cause ~~for~~future ~~the~~results ~~payment~~to ofdiffer ~~the~~materially ~~subordinated~~from ~~fees and~~those ~~interest~~expressed ~~and~~or implied by the ~~repayment~~forward-looking ofstatements are described in the ~~letter~~Partnership’s ofAnnual ~~credit~~Report on ~~term~~Form ~~loans~~10-K.

~~The Partnership owns and operates a 330 net mega-watt coal-fired~~2 ~~cogeneration facility in southwestern Martin County, Florida. Output from the facility is sold to Florida Power & Light Company under a long-term power purchase agreement.~~

~~Item 7. Exhibits~~SIGNATURE

Exhibit
No.		Description
4		First Amendment, dated as of October 10, 2003, to the Assignment and Security Agreement, dated as of November 1, 1994.
10.1		Amended and Restated Disbursement Agreement, dated as of October 10, 2003, among Indiantown Cogeneration, L.P., Indiantown Cogeneration Funding Corporation, The Bank of New York, as Tax-Exempt Trustee, The Bank of New York, as Trustee, Credit Lyonnais New York Branch, as agent bank under the Reimbursement Agreement, the Working Capital Facility and the Debt Service Reserve Letter of Credit Reimbursement Agreement, Deutsche Bank Trust Company Americas, as Collateral Agent, Martin County Industrial Development Authority, and The Bank of New York, as Disbursement Agent.
10.2		Debt Service Reserve Letter of Credit and Reimbursement Agreement, among Indiantown Cogeneration, L.P., as Borrower, and the Several Banks and Other Financial Institutions and Entities Parties Hereto from Time to Time, BNP Paribas, as Initial Bank, and Credit Lyonnais New York Branch, as Agent, dated as of October 10, 2003.
10.3		Letter of Credit and Reimbursement Agreement among Indiantown Cogeneration, L.P., as Borrower, BNP Paribas, as Initial Bank, the Several Banks and Other Financial Institutions and Entities Parties Hereto from Time to Time, and Credit Lyonnais New York Branch, as Agent, dated as of October 10, 2003.
10.4		Revolving Credit Agreement among Indiantown Cogeneration, L.P., as Borrower, the Several Banks and Other Financial Institutions and Entities Parties Hereto from Time to Time, and Credit Lyonnais New York Branch, as Agent, dated as of October 10, 2003.
10.5		First Amendment, dated as of October 10, 2003, to the Amended and Restated Authority Loan Agreement, dated as of November 1, 1994.
10.6		First Amendment, dated as of October 10, 2003, to the Collateral Agency and Intercreditor Agreement, dated as of November 1, 1994.
10.7		First Supplemental Indenture, dated as of October 10, 2003, to the Amended and Restated Indenture of Trust, dated as of November 1, 1994.
10.8		Third Supplemental Indenture, dated as of October 10, 2003, to the Trust Indenture, dated as of November 1, 1994.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the co-registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

SIGNATURE


		Indiantown Cogeneration, L.P. (Co-registrant)

Date: September 30, 2004		/s/ J. TRACY MEY J. Tracy Mey Controller and Chief Accounting Officer


		Indiantown Cogeneration Funding Corporation (Co-registrant)

Date: September 30, 2004		/s/ J. TRACY MEY J. Tracy Mey Controller and Chief Accounting Officer

~~Pursuant to the requirements of Section 13 or 15(d) of the Securities~~3 ~~Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~

		Indiantown Cogeneration, L.P. (Co-Registrant)
Date: October 27, 2003		/s/ P. CHRISMAN IRIBE
		P. Chrisman Iribe
		President
		Indiantown Cogeneration Funding Corporation (Co-Registrant)
Date: October 27, 2003		/s/ P. CHRISMAN IRIBE
		P. Chrisman Iribe
		President

Filing Compare · INDIANTOWN COGENERATION FUNDING CORP