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): ~~December~~January 2331, ~~2004~~2005

Commission File Number 33-83618

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

~~Delaware~~ (~~State~~Exact orname ~~other jurisdiction~~ of ~~incorporation~~Registrant oras ~~organization)~~specified ~~51-0324332~~in ~~(IRS~~its ~~Employer Identification No.~~charter)

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


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

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

~~7600 Wisconsin Avenue, Bethesda, Maryland 20814~~ (~~Address~~Exact name of ~~principal~~Registrant ~~executive~~as ~~offices,~~specified ~~including~~in ~~zip~~its ~~code~~charter)

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


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

~~Item~~9405 1Arrowpoint Blvd.01, ~~Entry~~Charlotte, ~~into~~North ~~Material~~Carolina ~~Definitive~~28273-8110 (Address ~~Agreements~~of principal executive offices, including zip code)

~~Firm~~(704) 525-3800 (Registrants’ ~~Natural~~telephone ~~Gas~~number, ~~Supply~~including ~~Agreements~~area code)

~~Selkirk~~Item ~~Cogen Partners, L~~5.P.01 ~~(the~~Change ~~“Partnership”) has been engaged~~ in ~~discussions~~Control ~~with certain~~ of ~~its~~ fuel suppliers regarding the extension or replacement of the related firm natural gas supply agreements. (See Part II, Item 5., Other Information — Firm Natural Gas Supply Agreements, included in the Partnership’s September 30, 2004 Quarterly Report on Form 10-Q.) In connection with these discussions, on December 23, 2004 the Partnership amended two existing firm natural gas supply agreements and entered into two new agreements with the fuel suppliers. Registrant

On ~~December~~January 2331, ~~2004~~2005, ~~the~~Cogentrix ~~Partnership~~Energy, ~~and~~Inc., ~~Imperial~~an ~~Oil~~affiliate ~~Resources~~of ~~entered into a Letter Agreement (~~the ~~“Imperial~~Partnership ~~Letter Agreement”) and a new agreement~~ (~~the~~ “~~Additional Imperial Agreement~~Cogentrix”). ~~The~~through ~~Imperial~~its ~~Letter~~subsidiaries ~~Agreement~~Cogentrix ~~amends~~Power ~~the~~Holdings ~~Amended~~I LLC and ~~Restated~~Cogentrix ~~Natural~~Power ~~Gas~~Holdings ~~Purchase~~II ~~Agreement~~LLC ~~dated October 22, 1992~~ (formerly known as ~~amended,~~GS ~~the~~Power ~~“Amended~~Holdings ~~Imperial~~II ~~Agreement”~~LLC), byacquired ~~providing~~the ~~new~~equity ~~gas~~interests ~~supply pricing provisions and a nominal increase~~ in ~~gas~~11 ~~supply~~power ~~volumes.~~plants, ~~The~~a ~~new~~natural ~~pricing provisions are based on~~gas ~~90%~~pipeline ofand anrelated ~~indexed~~assets ~~Alberta~~from ~~spot~~National ~~price~~Energy ~~for~~& ~~natural~~Gas ~~gas. The Amended Imperial Agreement expires on October 31~~Transmission, ~~2009~~Inc. ~~The~~(“NEGT”) ~~Additional Imperial Agreement provides~~ for ~~the purchase and sale of gas~~ ~~supply~~approximately ~~during the period November~~$550 1million, ~~2009~~including ~~through~~third-party ~~October 31,~~costs ~~2014 at pricing and volumes comparable to that provided under~~ (the ~~Amended~~“Cogentrix ~~Imperial~~Acquisition”). ~~Agreement, and nominally reduces the~~Financing ~~Partnership’s~~for ~~minimum contract volume purchase obligation. Although~~ the ~~Imperial~~Cogentrix ~~Letter~~Acquisition ~~Agreement is~~was ~~not~~provided ~~effective until it is approved~~ by ~~the~~an ~~National~~intercompany Energy Board of Canada, the Additional Imperial Agreement requires the Partnership to make payments, if necessary, to the gas supplier sufficient to effect the new pricing provisions contained in the Amended Imperial Agreement on November 1, 2004loan.

~~Also~~Included onin ~~December 23,~~the ~~2004,~~Cogentrix ~~the~~Acquisition ~~Partnership~~were ~~and~~NEGT’s ~~EnCana~~indirect ~~Corporation~~ownership ~~(formerly~~interests ~~PanCanadian~~in ~~Petroleum~~JMC Selkirk, Inc. ~~Limited)~~(the ~~entered~~“Managing ~~into~~General Partner”), the ~~Second~~managing ~~Amended~~general ~~and~~partner ~~Restated~~of ~~Natural~~Selkirk ~~Gas~~Cogen ~~Purchase~~Partners, ~~Agreement~~L.P. (~~“Amended~~the ~~EnCana Agreement~~“Partnership”). ~~and~~The Managing General Partner holds a ~~new~~0.0912% ~~agreement~~general ~~(the~~partner ~~“Additional~~interest ~~EnCana~~and ~~Agreement”)~~a 1.9506% ~~The~~limited ~~Amended~~partner ~~EnCana Agreement~~interest ~~amends~~in the ~~Amended~~Level ~~and~~I ~~Restated~~Distributions ~~Natural~~of ~~Gas~~the ~~Purchase~~Partnership. ~~Agreement~~Also ~~dated~~included ~~October 22,~~in the ~~1992~~Cogentrix ~~by reducing~~Acquisition were 100% of the ~~gas~~outstanding ~~supply~~equity ~~volumes~~interests ~~approximately~~in ~~16%~~JMCS ~~and~~I ~~increasing~~Management, Inc., the Partnership’s ~~minimum~~project ~~purchase obligation~~management tofirm ~~100%~~ (~~from~~the ~~75%~~“Project Management Firm”), ofand ~~the~~NEGT’s ~~contract~~indirect ~~gas~~50% ownership ~~supply~~interest ~~volumes~~in PentaGen Investors, L.P., ~~The~~which ~~Amended~~holds ~~EnCana~~a ~~Agreement~~5.2502% limited partner interest in ~~becomes~~the ~~effective~~Level onI ~~January 1,~~Distributions ~~2005~~of ~~and~~the ~~expires~~Partnership. onPrior ~~October 31~~to the consummation of the Cogentrix Acquisition, ~~2009~~Cogentrix, through its 10.9% ~~The~~ownership ~~Additional~~interest ~~EnCana~~in Beale Generating Company, ~~Agreement~~indirectly ~~provides~~held ~~for~~a ~~the~~0.0099% ~~purchase~~general partner interest and ~~sale~~a of0.4988% ~~gas~~limited ~~supply~~partner ~~during~~interest in the Level ~~period~~I ~~November 1,~~Distributions ~~2009 through~~of ~~October 31,~~the ~~2014~~Partnership. atThe ~~volumes~~Cogentrix ~~and~~Acquisition aincreased ~~minimum~~Cogentrix’s aggregate ~~contract~~indirect ~~volume~~ownership ~~purchase~~in ~~obligation~~the ~~comparable~~Level I Distributions of the Partnership to a 0.0912% general ~~that~~partner ~~provided~~interest ~~under~~and ~~the~~a ~~Amended~~4.5757% ~~EnCana~~limited ~~Agreement~~partner interest. The ~~pricing~~Partnership ~~provisions~~owns 100% of the outstanding ~~Additional~~common ~~EnCana Agreement~~stock ~~are~~of ~~based~~Selkirk onCogen ~~100%~~Funding Corporation (the “Funding Corporation”). See Item 12. “Security Ownership of anCertain ~~indexed~~Beneficial ~~Alberta~~Owners ~~spot~~and ~~price~~Management” in the Partnership’s Annual Report for ~~natural~~the ~~gas~~period ending December 31, 2003 on Form 10-K.

1The Managing General Partner is delegated authority under the Partnership Agreement for the management and control of the business and affairs of the Partnership, subject to certain limitations set forth in the Partnership Agreement, including the requirement that the consent of both general partners (acting through the Management Committee) be obtained for specified actions of the Partnership. Day-to-day management and administration of the facility is carried out by the Project Management Firm pursuant to an administrative services agreement under the supervision of the Managing General Partner.

~~Cautionary~~Item ~~Statement~~5.02 ~~Regarding~~Departure ~~Forward-Looking~~of ~~Statements~~Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

~~The~~Departure ~~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~~Directors ~~like “anticipate,” “estimate,” “intend,” “project,” “plan,” “expect,” “will,” “believe,” “could,”~~ and ~~similar~~ ~~expressions~~Principal ~~help identify forward-looking statements under the Private Securities~~Officers ~~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.

2In conjunction with the Cogentrix Acquisition, effective January 31, 2005, the following directors and executive officers resigned from their positions in the Funding Corporation and the Managing General Partner.

~~Item 9.01 Exhibits~~1

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 Funding Corporation:

Name		Position
P. Chrisman Iribe		President and Director
William H. Runge, III		Director
Sanford L. Hartman		Assistant Secretary and Director
J. Tracy Mey		Controller and Chief Accounting Officer

3 The Managing General Partner: Name Position P. Chrisman Iribe President and Director William H. Runge, III Director Sanford L. Hartman Assistant Secretary and Director J. Tracy Mey Controller and Chief Accounting Officer

~~SIGNATURES~~Election of Directors and Appointment of Principal Officers

~~Pursuant~~In toconjunction ~~the~~with ~~requirements of~~ the ~~Securities~~Cogentrix ~~Exchange~~Acquisition, ~~Act~~effective ofJanuary 31, ~~1934~~2005, the ~~Registrants~~following ~~have duly~~directors ~~caused~~were ~~this~~elected ~~report~~and toexecutive beofficers ~~signed~~were onappointed to their ~~behalf~~positions byin the ~~undersigned~~Funding ~~hereunto~~Corporation and ~~duly~~the ~~authorized~~Managing General Partner.

		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


The Funding Corporation:

Name		Position
Thomas J. Bonner		President and Director
John W. O’Connor		Vice President, Treasurer, Controller, Chief Accounting Officer and Director
Elizabeth L. Rippetoe		Secretary and Director

4 The Managing General Partner: Name Position Thomas J. Bonner President and Director John W. O’Connor Vice President, Treasurer, Controller, Chief Accounting Officer and Director Elizabeth L. Rippetoe Secretary and Director

~~EXHIBIT INDEX~~2

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

Thomas J. Bonner, age 50, is Vice President, Operations of Cogentrix, and has been associated with Cogentrix since 1987. Prior to joining Cogentrix, Mr. Bonner spent five years as a utility manager in an integrated fiber and chemical production facility. Mr. Bonner holds a B.S. from the U.S. Naval Academy, and an M.B.A. from Old Dominion University.

5John W. O’Connor, age 36, is Co-Chief Financial Officer and Chief Administrative Officer of Cogentrix, and has been associated with Cogentrix since 1994. Mr. O’Connor became Co-Chief Financial Officer and Chief Administrative Officer in December 2004 after serving as Vice President — Finance and Treasurer of Cogentrix since 2001. He is currently responsible for the corporate finance, project finance and treasury functions at Cogentrix. Since joining Cogentrix in 1994, he has served in various capacities in the finance group including Vice President — Controller from 1997 to 2000. His responsibilities have included oversight of the accounting, budgeting, external reporting, and tax compliance and planning functions. Prior to joining Cogentrix, Mr. O’Connor worked for Arthur Andersen. Mr. O’Connor holds a B.S. from Wake Forest University and an M.B.A from Massachusetts Institute of Technology.

Elizabeth L. Rippetoe is Vice President — Legal Counsel of Cogentrix, and has been associated with Cogentrix since March 1995, excluding the periods between February 2003 and March 2004. Prior to joining Cogentrix, Ms. Rippetoe was an attorney in private practice with Moore & Van Allen, PLLC in Charlotte, North Carolina and Milbank, Tweed, Hadley & McCloy LLP in New York, New York. Ms. Rippetoe graduated from Vanderbilt Law School in 1988.

Audit Committee

The Board of Directors of each of the Managing General Partner and the Funding Corporation performs the functions and responsibilities of an audit committee of the Partnership and the Funding Corporation, respectively. Each such Board of Directors has determined that one of its members, John W. O’Connor, is an audit committee financial expert as defined in Item 401(h) of the Securities and Exchange Commission’s Regulation S-K, and has also determined that O’Connor is not “independent” within the meaning of such provision because he is an executive officer of Cogentrix. The Partnership and the Funding Corporation, however, are not required under the Commission’s rules implementing Section 10A(m) of the Securities Exchange Act of 1934, as amended, to have an audit committee consisting of “independent” members because they are not listed issuers within the meaning of such rules.

Item 5.05 Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Amendment to Code of Ethics

As employees of Cogentrix, the principal executive officer, principal financial officer and chief accounting officer or controller of both the Managing General Partner and the Funding Corporation are subject to the Code of Business Conducts and Ethics of the ultimate parent of Cogentrix (the “Code of Ethics”). The Code of Ethics is intended to promote honest and ethical conduct and compliance with the laws and governmental rules and regulations to which the companies are subject. A copy of the Code of Ethics can be found at http://www.gs.com/our_firm/investor_relations/corporate_governance/articles/corporate_governance_030 224195742.html.

Item 8.01 Other Events.

Credit Ratings

On February 1, 2005, Standard & Poor’s Ratings Services announced that NEGT’s sale of its equity interests in 11 power plants, including the Funding Corporation, does not affect the BBB- rating on the Funding Corporation’s $227 million bonds due 2012 and the $165 million bonds due 2007.

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 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 for the period ending December 31, 2003 on Form 10-K.

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.


	SELKIRK COGEN PARTNERS, L.P.
	By:	JMC SELKIRK, INC.,
		its Managing General Partner

Date: February 4, 2005	/s/ JOHN W. O'CONNOR
	Name:	John W. O'Connor
	Title:	Vice President, Treasurer, Controller and Chief Accounting Officer


	SELKIRK COGEN FUNDING CORPORATION
Date: February 4, 2005	/s/ JOHN W. O'CONNOR
	Name:	John W. O'Connor
	Title:	Vice President, Treasurer, Controller and Chief Accounting Officer

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