UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

WASHINGTON, DC 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): ~~September~~December 1523, 2004

Commission File Number 33-83618

SELKIRK COGEN PARTNERS, L.P. (Exact name of Registrant as specified in its charter)

Delaware (~~Exact~~State ~~name~~or other jurisdiction of ~~Registrant~~incorporation asor ~~specified~~organization) in51-0324332 ~~its~~(IRS ~~charter~~Employer Identification No.)

Delaware		51-0324332
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

SELKIRK COGEN FUNDING CORPORATION
(Exact name of Registrant as specified in its charter)

~~SELKIRK~~Delaware ~~COGEN~~(State ~~FUNDING~~or ~~CORPORATION~~ other jurisdiction of incorporation or organization) 51-0354675 (IRS Employer Identification No.)

(Exact name of Registrant as specified in its charter)

Delaware		51-0354675
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

7600 Wisconsin Avenue, Bethesda, Maryland 20814
(Address of principal executive offices, including zip code)

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

Item 81.01 ~~Other~~Entry ~~Events~~into Material Definitive Agreements

~~Relationship~~Firm ~~with~~Natural ~~National Energy &~~ Gas ~~Transmission,~~Supply ~~Inc. (“NEGT”)~~Agreements

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., (the “GS Power Agreement”) to acquire NEGT’s equity interests in 12 power plants and a natural gas pipeline, including NEGT’s indirect ownership interests in Selkirk Cogen Partners, L.P. (the “Partnership”). ~~The~~has GSbeen ~~Power~~engaged ~~Agreement resulted from a multi-round bankruptcy court-sanctioned auction bidding process~~ in ~~which~~discussions GSwith ~~Power~~certain ~~Holdings II LLC was~~of ~~ultimately~~its ~~the~~fuel ~~winning~~suppliers ~~bidder.~~regarding ~~As a result,~~ the ~~purchase~~extension ~~agreement~~or ~~between NEGT~~replacement ~~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 the ~~sale~~related ~~under~~firm ~~the~~natural GSgas ~~Power Agreement~~supply agreements. On(See ~~September~~Part 23II, ~~2004,~~ ~~the U~~Item 5.~~S. Bankruptcy Court for the District of Maryland~~, ~~Greenbelt Division~~Other ~~(“Bankruptcy~~Information ~~Court”)~~— ~~issued~~Firm anNatural ~~order~~Gas ~~approving~~Supply ~~the GS Power Agreement.~~Agreements, ~~NEGT~~included ~~expects~~in the ~~transaction,~~Partnership’s ~~which is subject to certain regulatory and third party approvals~~September 30, to2004 ~~close~~Quarterly inReport ~~the~~on ~~first~~Form ~~quarter of 2005~~10-Q.) ~~The~~In ~~Goldman Sachs~~connection ~~Group,~~with ~~Inc.~~these discussions, ~~through~~on ~~its ownership of Cogentrix Energy~~December 23, ~~Inc.~~2004 ~~already owns indirect beneficial interests in~~ the Partnership ~~through~~amended ~~the~~two ~~general~~existing ~~partner interest~~firm ofnatural ~~JMC~~gas supply ~~Selkirk,~~agreements ~~Inc.~~ and ~~limited~~entered ~~partner~~into ~~interests~~two ofnew ~~JMC~~agreements ~~Selkirk, Inc.~~with ~~and~~the ~~PentaGen~~fuel ~~Investors, L~~suppliers.P.

~~NEGT~~On ~~owns~~December 23, an2004, ~~indirect~~the ~~interest~~Partnership inand Imperial Oil Resources entered into a Letter Agreement (the ~~Partnership~~“Imperial Letter Agreement”) and ~~its~~a ~~wholly~~new ~~owned~~agreement (the “Additional Imperial Agreement”). The ~~subsidiary~~Imperial Letter Agreement amends the Amended and Restated Natural Gas Purchase Agreement dated October 22, ~~Selkirk~~1992 ~~Cogen~~(as ~~Funding~~amended, ~~Corporation~~the “Amended Imperial Agreement”) by providing new gas supply pricing provisions and a nominal increase in gas supply volumes. ~~NEGT~~The ~~manages~~new ~~the~~pricing ~~Partnership~~provisions are based on ~~through~~90% ~~its~~of ~~indirect~~an indexed Alberta spot price for natural gas. The Amended Imperial Agreement expires on October 31, ~~wholly~~2009. ~~owned~~The ~~subsidiaries~~Additional Imperial Agreement provides for the purchase and sale of gas supply during the period November 1, ~~JMC~~2009 ~~Selkirk~~through October 31, ~~Inc.~~2014 at pricing and volumes comparable to that provided under the Amended Imperial Agreement, and nominally reduces the Partnership’s ~~managing~~minimum ~~general~~contract ~~partner~~volume purchase obligation. Although the Imperial Letter Agreement is not effective until it is approved by the National Energy Board of Canada, ~~and~~the ~~JMCS~~Additional Imperial IAgreement ~~Management~~requires the Partnership to make payments, ~~Inc.~~if necessary, to the gas supplier ~~Partnership’s~~sufficient ~~project~~to ~~management~~effect ~~firm~~the new pricing provisions contained in the Amended Imperial Agreement on November 1, 2004.

~~NEGT’s~~Also ~~indirect~~on ~~ownership~~December 23, ~~interest~~2004, inthe Partnership and EnCana Corporation (formerly PanCanadian Petroleum Limited) entered into the ~~general~~Second ~~partner~~Amended ~~interest~~and ofRestated ~~JMC~~Natural Gas Purchase Agreement (“Amended ~~Selkirk,~~EnCana ~~Inc.~~Agreement”) and a new agreement (the ~~limited~~“Additional ~~partner~~EnCana ~~interests~~Agreement”). ofThe ~~JMC~~Amended ~~Selkirk,~~EnCana Agreement ~~Inc.~~amends the Amended and ~~PentaGen~~ ~~Investors~~Restated Natural Gas Purchase Agreement dated October 22, ~~L.P.~~1992 inby reducing the ~~Partnership~~gas ~~are~~supply ~~included~~volumes ~~within~~approximately 16% and increasing the ~~sale~~Partnership’s asminimum purchase ~~contemplated~~obligation byto ~~the~~100% GS(from ~~Power~~75%) ~~Agreement~~of (the ~~“GS~~contract ~~Power~~gas ~~Sale”)~~supply volumes. ~~NEGT’s~~The ~~indirect~~Amended EnCana Agreement ~~ownership~~becomes ~~interest~~effective inon ~~JMCS~~January 1, I2005 ~~Management~~and expires on October 31, ~~Inc~~2009. isThe ~~also~~Additional ~~included~~EnCana Agreement inprovides for the GSpurchase ~~Power Sale.~~and Assale ~~presently~~of ~~contemplated,~~gas ~~the~~supply GSduring ~~Power~~the ~~Sale~~period November 1, if2009 through ~~consummated~~October 31, is2014 ~~not expected~~at volumes and a minimum contract volume purchase obligation comparable to that ~~alter~~provided under the ~~ability~~Amended ofEnCana ~~JMC~~Agreement. ~~Selkirk,~~The ~~Inc.~~pricing orprovisions ~~JMCS~~of Ithe ~~Management,~~Additional ~~Inc.~~EnCana toAgreement ~~manage~~are ~~the~~based ~~Partnership~~on 100% of an indexed Alberta spot price for natural gas.

~~Credit Ratings~~ 1

OnCautionary ~~September 17,~~Statement ~~2004,~~Regarding ~~Moody’s~~Forward-Looking ~~Investors~~Statements ~~Services (“Moody’s”) issued a credit~~ ~~opinion confirming Selkirk Cogen Funding Corporation’s senior secured debt~~ ~~rating at Baa3 with a stable rating outlook. In this credit 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.~~

OnThe ~~September 24,~~information ~~2004~~in ~~Standard~~this Current Report on Form 8-K includes forward-looking statements about the future that are necessarily subject to various risks and ~~Poor’s~~uncertainties. (Use of words like “~~S&P~~anticipate,”) ~~issued~~“estimate,” a“intend,” ~~bulletin~~“project,” ~~stating~~“plan,” it“expect,” “will,” “believe,” “could,” and ~~does~~similar ~~not~~expressions ~~expect~~help identify forward-looking statements under the ~~recent~~Private ~~announcement~~Securities Litigation Reform Act. These statements are based on current expectations and assumptions, which the Partnership believes are reasonable and on information currently available to the Partnership. Actual results could differ materially from those contemplated by ~~NEGT~~the ~~concerning~~forward-looking statements. Consequently, the GSforward-looking ~~Power~~statements in this Current Report should not be regarded as ~~Agreement~~representations by the Partnership or any other person that the expected outcomes can or will be achieved. Some of the factors that could cause future results to ~~affect~~differ materially from those expressed or implied by the ~~rating~~forward-looking statements are described in the Partnership’s Annual Report on Form 10-K.

~~the~~Item ~~senior secured debt of Selkirk Cogen Funding Corporation~~9.01 ~~That rating is currently BBB- with a stable rating outlook. S&P also stated that it was analyzing the possible effects of the proposed ownership change on the Partnership.~~ Exhibits

Cautionary Statement Regarding Forward-Looking Statements


Exhibit No.		Description of Exhibit

10.1		Letter Agreement dated December 15, 2004, between Selkirk Cogen Partners, L.P. and Imperial
		Oil Resources

10.2		Base Contract for Sale and Purchase of Natural Gas, dated as of December 15, 2004, between
		Selkirk Cogen Partners, L.P. and Imperial Oil Resources

10.3		Second Amended and Restated Natural Gas Purchase Agreement, dated as of January 1, 2005,
		between Selkirk Cogen Partners, L.P. and EnCana Corporation

10.4		Base Contract for Sale and Purchase of Natural Gas, dated as of January 1, 2005, between
		Selkirk Cogen Partners, L.P. and EnCana Gas Marketing

~~The information in this Current Report on Form 8-K includes forward-looking~~3 statements about the future that are necessarily subject to various risks and uncertainties. Use of words like “anticipate,” “estimate,” “intend,” “project,” “plan,” “expect,” “will,” “believe,” “could,” and similar expressions help identify forward-looking statements under the Private Securities Litigation Reform Act. These statements are based on current expectations and assumptions, which the Partnership believes are reasonable and on information currently available to the Partnership. Actual results could differ materially from those contemplated by the forward-looking statements. Consequently, the forward-looking statements in this Current Report should not be regarded as representations by the Partnership or any other person that the expected outcomes can or will be achieved. Some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements are described in the Partnership’s Annual Report on Form 10-K.

2SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


		SELKIRK COGEN PARTNERS, L.P.

		By: JMC SELKIRK, INC. Managing General Partner

Date: December 30, 2004		/s/ P. CHRISMAN IRIBE
		Name: P. Chrisman Iribe Title: President


		SELKIRK COGEN FUNDING
		CORPORATION

Date: December 30, 2004		/s/ P. CHRISMAN IRIBE
		Name: P. Chrisman Iribe Title: President

		SELKIRK COGEN PARTNERS, L.P.
		By: JMC SELKIRK, INC. Managing General Partner
Date: September 30, 2004		/s/ J. TRACY MEY Name: J. Tracy Mey Title: Controller and Chief Accounting Officer
		SELKIRK COGEN FUNDING CORPORATION
Date: September 30, 2004		/s/ J. TRACY MEY Name: J. Tracy Mey Title: Controller and Chief Accounting Officer

3EXHIBIT INDEX


Exhibit No.		Description of Exhibit

10.1		Letter Agreement dated December 15, 2004, between Selkirk Cogen Partners, L.P. and Imperial
		Oil Resources

10.2		Base Contract for Sale and Purchase of Natural Gas, dated as of December 15, 2004, between
		Selkirk Cogen Partners, L.P. and Imperial Oil Resources

10.3		Second Amended and Restated Natural Gas Purchase Agreement, dated as of January 1, 2005,
		between Selkirk Cogen Partners, L.P. and EnCana Corporation

10.4		Base Contract for Sale and Purchase of Natural Gas, dated as of January 1, 2005, between
		Selkirk Cogen Partners, L.P. and EnCana Gas Marketing

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