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): ~~July~~January 826, ~~2003~~2005

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		(I.R.S. Employer Identification Number)
incorporation or organization)

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

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


Delaware		52-1889595

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

7600 Wisconsin Avenue (Bethesda, Maryland 20814-6161 (~~Registrants~~Co-registrants’ address of principal executive offices)

(301) 280-~~718-~~6800 (~~Registrants~~Co-registrants’ telephone number, including area code)

Item 5 4. ~~Other~~01 ~~Events~~ Changes in Registrant’s Certifying Accountant

PGOn January 26, 2005, Ernst &E ~~National~~Young ~~Energy~~LLP ~~Group~~was dismissed as the independent accountants for Indiantown Cogeneration, ~~Inc~~L.P. ~~Bankruptcy~~and its subsidiary, Indiantown Cogeneration Funding Corporation (“Co-registrants”). The reports issued by Ernst & Young LLP as of and for the years ended December 31, 2003 and 2002 did not contain an adverse opinion, a disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Co-Registrants’ financial statements for each of the two fiscal years ended December 31, 2003 and 2002, and through January 26, 2005, there were no disagreements with Ernst & Young LLP on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which if not resolved to the satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make reference to the matter in their report.

~~PG&E~~During ~~National~~the ~~Energy~~two ~~Group,~~fiscal ~~Inc. (“NEG”) owns an indirect interest in~~years ~~Indiantown~~ended ~~Cogeneration~~December 31, ~~L.P.~~2003 ~~(the “Partnership”)~~ and ~~its wholly owned subsidiary~~2002, ~~Indiantown~~and ~~Cogeneration~~through ~~Funding Corporation. Through its indirect~~January 26, ~~wholly~~ ~~owned subsidiaries~~2005, ~~Toyan~~there ~~Enterprises~~have ~~and~~been ~~PG&E~~no ~~Operating Services~~reportable ~~Company~~events ~~(“PG&EOSC”),~~as ~~NEG~~defined ~~manages~~in ~~the~~Regulation S-K ~~Partnership~~Item 304(a)(1)(v).

OnThe July 8, 2003, NEG, filed a voluntary petition for relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division (“Bankruptcy Court”), Case No. 03Co-~~30459.~~registrants Inhave ~~addition,~~requested ~~each~~that ofErnst ~~the~~& ~~following indirect~~Young ~~wholly~~LLP ~~owned~~furnish ~~subsidiaries~~them ofwith ~~NEG filed~~ a ~~voluntary~~letter ~~petition~~addressed ~~for relief~~to ~~under~~ the ~~provisions~~Securities ofand ~~Chapter 11~~Exchange ofCommission ~~the~~stating ~~U.S.~~whether ~~Bankruptcy~~or ~~Code~~not init ~~the Bankruptcy~~agrees ~~Court:~~with ~~PG&E~~the ~~Energy~~above ~~Trading Holdings Corporation (Case No~~statements. ~~03-30463)~~ ~~(“ETH”),~~A ~~PG&E~~copy ~~Energy~~of ~~Trading-Power,~~such ~~L.P. (Case No. 03-30461)~~letter, ~~PG&E~~dated ~~Energy Trading – Gas Corporation (Case No.~~January ~~03-30464)~~28, ~~and PG&E ET Investments Corporation (Case No.03-30462) (collectively~~2005, ~~the~~is ~~“ET~~filed ~~Companies”),~~as ~~and USGen New England, Inc. (“USGenNE”) (Case No.~~Exhibit ~~03-30465).~~16 ~~Pursuant~~ to ~~Chapter 11~~this ~~of the~~Form Bankruptcy Code, NEG, the ET Companies and USGenNE retain control of their assets and are authorized to operate their businesses as debtors in possession while being subject to the jurisdiction of the Bankruptcy Court8-K.

~~NEG~~The isCo-registrants anengaged ~~indirect,~~PricewaterhouseCoopers ~~wholly~~LLP ~~owned~~as ~~subsidiary~~its new independent accountants as of January 26, ~~PG&E~~2005. ~~Corporation~~During the two most recent fiscal years and through January 26, 2005, the Co-registrants ~~parent~~have not consulted with PricewaterhouseCoopers LLP regarding either (i) the ~~company~~application of ~~Pacific~~accounting ~~Gas~~principles ~~and~~to ~~Electric~~a ~~Company.~~specified ~~Under~~transaction, ~~the~~either completed or proposed; ~~plan~~or the type of ~~reorganization~~ ~~NEG~~audit ~~filed~~opinion ~~with~~that might be rendered on the ~~Bankruptcy~~Co-registrants’ ~~Court~~financial statements, ifand neither ~~confirmed~~a written report was provided on the Co-registrants’ financial statements or oral advice was provided that PricewaterhouseCoopers LLP concluded was an important factor considered by the ~~Bankruptcy~~Co-registrants ~~Court~~in ~~and~~reaching ~~implemented,~~a ~~PG&E~~decision ~~Corporation~~as ~~would~~to nothe ~~longer~~accounting, ~~have~~auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item ~~equity~~304(a)(1)(iv) ~~interest~~of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in ~~NEG~~Item 304(a)(1)(v) of Regulation S-K.

~~Neither~~The ~~the~~change ~~Partnership,~~in ~~nor~~independent ~~any~~accountants ofwas ~~its~~approved ~~NEG~~by ~~affiliated partners, including Toyan Enterprises, Indiantown Project Investment, LP, are parties to~~ the ~~filings~~ byAudit ~~NEG~~Committee ~~or other affiliates for protection under Chapter 11~~ of the ~~Bankruptcy~~ ~~Code (collectively, the “NEG Bankruptcy”)~~Co-registrants. ~~The Partnership does not~~ ~~anticipate that the NEG Bankruptcy will have a material adverse impact on its~~ ~~operations. The Partnership cannot be certain that the NEG Bankruptcy will not~~ ~~affect NEG’s ownership arrangements with respect to the Partnership or the~~ ~~ability of PG&EOSC to manage the Partnership.~~

~~Credit~~Item ~~Ratings~~ 9.01Exhibits

On July 8, 2003, Standard and Poor’s (“S&P”) issued a press release announcing that it had lowered its corporate credit ratings on two of NEG’s subsidiaries, PG&E Energy Trading Holdings Corporation and USGen New England Inc. to ‘D’ from ‘C’ and removed the ratings from CreditWatch. S&P stated these ratings actions follow the NEG Bankruptcy. S&P further stated that the rating on Indiantown Cogeneration Funding Corporation is not affected by the ratings


Exhibit No.		Description

16		Letter from Ernst & Young LLP regarding change of accountant dated January 28, 2005.

1SIGNATURE

~~action~~ Pursuant onto ~~NEG~~the ~~because~~requirements ~~this~~of ~~project~~Section 13 ~~financing~~or is15(d) ~~structured~~of asthe ~~a bankruptcy-remote~~Securities ~~entity~~Exchange ~~and~~Act isof 1934, ~~not~~the ~~100%~~co-registrants ~~owned~~have byduly ~~NEG.~~caused ~~Therefore,~~this ~~the~~report ~~incentive~~ to ~~consolidate~~be itsigned inon atheir ~~bankruptcy~~behalf ofby ~~NEG~~the undersigned isthereunto ~~low~~duly authorized.

On July 9, Moody’s Investors Services (“Moody’s”) downgraded NEG’s senior implied rating to Caa3 from Caa2. The outlook is negative. Moody’s rating of Indiantown Cogeneration Funding Corporation’s senior secured debt remains at Ba1 with a negative rating outlook as previously disclosed in a Current Report on Form 8-K filed June 17, 2003 following Moody’s press release on June 13, 2003.


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

Date: January 28, 2005		/s/ P. CHRISMAN IRIBE

		P. Chrisman Iribe
		President

		Indiantown Cogeneration Funding
		Corporation
		(Co-registrant)

Date: January 28, 2005		/s/ P. CHRISMAN IRIBE

		P. Chrisman Iribe
		President

Cautionary Statement Regarding Forward-Looking Statements

The information in this Current Report on Form 8-K includes forward-looking 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. 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 include, but are not limited to, the impact of the NEG Bankruptcy, the impact of a bankruptcy proceeding involving any partner of the Partnership, and other factors that are described in the Partnership’s Annual Report on Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

		Indiantown Cogeneration, L.P. (Co-Registrant)
Date: July 21, 2003		/s/ THOMAS E. LEGRO Thomas E. Legro Vice President, Controller and Chief Accounting Officer
		Indiantown Cogeneration Funding Corporation (Co-Registrant)
Date: July 21, 2003		/s/ THOMAS E. LEGRO Thomas E. Legro Vice President, Controller and Chief Accounting Officer

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