UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number	Exact name of registrants as specified in their charters, State of Organization, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number
333-52397	ESI TRACTEBEL ACQUISITION CORP. (a Delaware corporation)	65-0827005
333-52397-01	NORTHEAST ENERGY, LP (a Delaware limited partnership)	65-0811248
c/o FPL Energy, LLC 700 Universe Boulevard Juno Beach, Florida 33408 (561) 691-7171
Indicate by check mark whether the registrants (1) have 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 and (2) have been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrants are accelerated filers as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [ ] No [X]
Indicate by check mark whether the registrants are shell companies as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of October 31, 2005, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
This combined Form 10-Q represents separate filings by ESI Tractebel Acquisition Corp. and Northeast Energy, LP. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to the other registrant.

WASHINGTON, D.C. 20549

CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP) are hereby filing cautionary statements identifying important factors that could cause their actual results and the actual results of ESI Tractebel Funding Corp. (Funding Corp.), Northeast Energy Associates, a limited partnership (NEA) and North Jersey Energy Associates, a limited partnership (NJEA) (collectively, the Partnerships and, together with Funding Corp., Acquisition Corp. and NE LP, the registrants), to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the registrants in this combined Form 10-Q, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "believe," "could," "estimated," "may," "plan," "potential," "projection," "target," "outlook") are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause the registrants' actual results to differ materially from those contained in forward-looking statements made by or on behalf of any of the registrants.
Any forward-looking statement speaks only as of the date on which such statement is made, and the registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which such statement is made. New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
The following are some important factors that could have a significant impact on the registrants' operations and financial results, and could cause the registrants' actual results or outcomes to differ materially from those discussed in the forward-looking statements:
·	The registrants are subject to changes in laws or regulations, including the Public Utility Regulatory Policies Act of 1978, as amended (PURPA) and the Energy Policy Act of 2005, changing governmental policies and regulatory actions, including those of the Federal Energy Regulatory Commission (FERC), with respect to, but not limited to, acquisition and disposal of assets and facilities, and present or prospective wholesale and retail competition.
·	The registrants are subject to extensive federal, state and local environmental statutes, rules and regulations relating to air quality, water quality, waste management, natural resources and health and safety that could, among other things, restrict or limit the output of certain facilities or the use of certain fuels required for the production of electricity and/or require additional pollution control equipment and otherwise increase costs. There are significant capital, operating and other costs associated with compliance with these environmental statutes, rules and regulations, and those costs could be even more significant in the future.
·	The registrants operate in a changing market environment influenced by various legislative and regulatory initiatives regarding deregulation, regulation or restructuring of the energy industry, including deregulation of the production and sale of electricity. The registrants will need to adapt to these changes and may face increasing competitive pressure.
·	A substantial portion of the output from the Partnerships' power generation facilities is sold under long-term power purchase agreements to three regulated utilities, two of which are under common control. The limited number of power purchasers creates a concentration of counterparty risk. The remaining output from the power generation facilities is sold, from time to time, in the merchant markets. In addition, it is expected that upon expiration of the power purchase agreements, the residual portion of the electrical output will be sold in the merchant market. Merchant plants sell power based on market conditions at the time of sale. The amount and timing of revenues to be received from the merchant markets in the future is uncertain. In December 2003, an amended and restated power purchase agreement between NJEA and a New Jersey utility became effective and in February 2005, amended and restated power purchase agreements between NEA and two Massachusetts utilities became effective. These agreements provide for, among other things, the ability to deliver electricity to these utilities from sources other than the NJEA and NEA facilities.
·	The operation of power generation facilities involves many risks, including start up risks, breakdown or failure of equipment, transmission lines or pipelines, use of new technology, the dependence on a specific fuel source, including the supply and transportation of fuel, or the impact of unusual or adverse weather conditions (including natural disasters), as well as the risk of performance below expected or contracted levels of output or efficiency. This could result in lost revenues and/or increased expenses. Insurance, warranties or performance guarantees may not cover any or all of the lost revenues or increased expenses, including the cost of replacement power. Breakdown or failure of an operating facility may prevent the facility from performing under applicable power sales agreements which, in certain situations, could result in termination of the agreement or incurring a liability for liquidated damages.
·	The registrants use derivative instruments, such as swaps and options, futures and forwards, to manage their commodity and financial market risks. The registrants could recognize financial losses as a result of volatility in the market values of these contracts, or if a counterparty fails to perform. In the absence of actively quoted market prices and pricing information from external sources, the valuation of these derivative instruments involves management's judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.
·	In addition to risks discussed elsewhere, risk factors specifically affecting the registrants' success include the ability to efficiently operate generating assets, the successful and timely completion of project restructuring activities, the price and supply of fuel (including transportation), transmission constraints, competition from new sources of generation, excess generation capacity and demand for power. There can be significant volatility in market prices for fuel and electricity, and there are other financial, counterparty and market risks that are beyond the control of the registrants. The registrants' inability or failure to effectively hedge their assets or positions against changes in commodity prices, interest rates, counterparty credit risk or other risk measures could significantly impair their future financial results. In addition, the registrants' business depends upon transmission facilities owned and operated by others; if transmission is disrupted or capacity is inadequate or unavailable, the registrants' ability to sell and deliver its wholesale power may be limited.
·	The registrants' results of operations are affected by changes in the weather. Severe weather can be destructive, causing outages and/or property damage, and could disrupt fuel supply which could require additional costs to be incurred.
·	The registrants are subject to costs and other effects of legal and administrative proceedings, settlements, investigations and claims, as well as the effect of new, or changes in, tax laws, rates or policies, rates of inflation, accounting standards, securities laws or corporate governance requirements.
·	The registrants are subject to direct and indirect effects of terrorist threats and activities. Generation and transmission facilities, in general, have been identified as potential targets. The effects of terrorist threats and activities include, among other things, terrorist actions or responses to such actions or threats, the inability to generate, purchase or transmit power, the risk of a significant slowdown in growth or a decline in the U.S. economy, delay in economic recovery in the U.S., and the increased cost and adequacy of security and insurance.
·	The registrants' ability to obtain insurance, and the cost of and coverage provided by such insurance, could be affected by national, state or local events as well as registrant-specific events.
·	The registrants are substantially leveraged. The ability of the registrants to make interest and principal payments and fund capital expenditures is dependent on the future performance of the Partnerships. Future performance is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the control of the registrants. The registrants are also subject to restrictive covenants under their debt agreements that will limit the ability to borrow additional funds.
·	All obligations of the Partnerships are non-recourse to the direct and indirect owners of the registrants. Following any default by the Partnerships, security is limited to the owners' economic interests in the Partnerships. The owners have no meaningful revenues other than the distributions they receive from the Partnerships. In the event of default, the ability of the owners to satisfy any obligations will be limited to amounts payable by the Partnerships as distributions.
The issues and associated risks and uncertainties described above are not the only ones the registrants may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair the registrants' businesses and financial results in the future.

FORM 10-Q

~~PART~~[X] QUARTERLY REPORT IPURSUANT -TO ~~FINANCIAL~~SECTION ~~INFORMATION~~13 ~~Item~~OR ~~1. Financial Statements~~15(d)

~~NORTHEAST~~OF ~~ENERGY,~~THE SECURITIES LPEXCHANGE (AACT ~~PARTNERSHIP)~~OF ~~AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Thousands of Dollars) (Unaudited)~~1934

						September 30, 2005		December 31, 2004
ASSETS
Current assets:
	Cash and cash equivalents					$	107,455	$	51,104
	Accounts receivable						108,724		45,860
	Due from related party						-		3,812
	Spare parts inventories						3,768		3,379
	Fuel inventories						9,880		5,559
	Prepaid expenses and other current assets						5,076		10,084
				Total current assets			234,903		119,798
Non-current assets:
		Deferred debt issuance costs (net of accumulated amortization of $4,651 and $4,240, respectively)					2,309		2,720
		Land					4,712		4,712
		Plant and equipment (net of accumulated depreciation of $160,381 and $146,344, respectively)					360,312		373,857
		Power purchase agreements (net of accumulated amortization of $435,186 and $382,336, respectively)					506,171		532,608
		Other assets					9,090		42,873
					Total non-current assets		882,594		956,770
TOTAL ASSETS						$	1,117,497	$	1,076,568
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	48,995	$	45,348
	Current portion of notes payable - the Acquisition Corp.						11,000		8,800
	Current portion of notes payable - affiliate						2,987		2,869
	Accrued interest payable						11,448		-
	Accounts payable						7,847		3,726
	Due to related parties						39,029		29,370
	Other accrued expenses						20,848		15,654
			Total current liabilities				142,154		105,767
Non-current liabilities:
		Deferred revenue					6,776		-
		Notes payable - the Funding Corp.					251,981		278,302
		Notes payable - the Acquisition Corp.					178,200		184,800
		Note payable - affiliate					19,183		20,714
		Energy bank and other liabilities					54,313		84,541
		Lease payable					653		740
					Total non-current liabilities		511,106		569,097
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						9,147		7,896
	Limited partners						455,090		393,808
			Total partners' equity				464,237		401,704
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	1,117,497	$	1,076,568

For the quarterly period ended March 31, 2009

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the combined Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (2004 Form 10-K) for NE LP and Subsidiaries.OR

~~NORTHEAST~~[ ] TRANSITION REPORT ~~ENERGY,~~PURSUANT LPTO (ASECTION ~~PARTNERSHIP)~~13 ~~AND~~OR ~~SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~ 15(~~Thousands of Dollars~~d) ~~(Unaudited)~~

				Three Months Ended September 30,						Nine Months Ended September 30,
					2005			2004			2005			2004
REVENUES				$	114,826		$	115,697		$	253,666		$	317,553
COSTS AND EXPENSES (INCOME):
	Fuel				35,999			49,262			70,867			119,548
	Operations and maintenance				3,231			4,421			10,873			12,674
	Depreciation and amortization				23,789			20,365			67,989			61,012
	General and administrative				2,623			2,135			7,288			6,028
		Net gain on restructuring of contracts			-			-			(19,487	)		(103,176	)
			Total costs and expenses		65,642			76,183			137,530			96,086
OPERATING INCOME					49,184			39,514			116,136			221,467
OTHER EXPENSE (INCOME):
		Amortization of debt issuance costs			138			144			411			430
		Interest expense			13,048			15,032			41,223			46,449
		Interest income			(328	)		(58	)		(773	)		(249	)
		Other (income) expense			(273	)		(9	)		(630	)		887
			Total other expense - net		12,585			15,109			40,231			47,517
NET INCOME				$	36,599		$	24,405		$	75,905		$	173,950

OF THE SECURITIES EXCHANGE ACT OF 1934

~~CONDENSED~~Commission ~~CONSOLIDATED~~File ~~STATEMENTS~~Number OFExact ~~CASH~~name ~~FLOWS~~of ~~(Thousands~~registrants as specified in their charters, State of ~~Dollars)~~organization, ~~(Unaudited)~~address of principal executive offices and registrants' telephone number IRS Employer Identification Number

				Nine Months Ended September 30,
333-52397		ESI TRACTEBEL ACQUISITION CORP. (a Delaware corporation)	65-0827005
					2005			2004
333-52397-01		NORTHEAST ENERGY, LP (a Delaware limited partnership)	65-0811248
NET CASH PROVIDED BY OPERATING ACTIVITIES				$	128,585		$	78,964
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				(492	)		(593	)
		Net cash used in investing activities			(492	)		(593	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes				(22,674	)		(14,282	)
	Principal payment on the Acquisition Corp. note				(4,400	)		(4,400	)
	Principal payments on the affiliate notes				(31,296	)		(1,264	)
	Distributions to partners				(13,372	)		(41,665	)
		Net cash used in financing activities			(71,742	)		(61,611	)
Net increase in cash and cash equivalents					56,351			16,760
Cash and cash equivalents at beginning of period					51,104			58,907
Cash and cash equivalents at end of period				$	107,455		$	75,667
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest			$	24,286		$	26,004
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
	Assumption of liability by partners			$	29,883		$	-

~~This~~c/o NextEra ~~report~~Energy ~~should~~Resources, be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2004 Form 10-K for NE LP and Subsidiaries.LLC

~~NORTHEAST~~700 Universe ~~ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP CONDENSED COMBINED BALANCE SHEETS (Thousands of Dollars) (Unaudited)~~Boulevard

						September 30, 2005		December 31, 2004
ASSETS
Current assets:
	Cash and cash equivalents					$	93,113	$	51,071
	Accounts receivable						108,724		45,853
	Due from related party						-		3,812
	Spare parts inventories						3,768		3,379
	Fuel inventories						9,880		5,559
	Prepaid expenses and other current assets						5,068		10,084
				Total current assets			220,553		119,758
Non-current assets:
		Land					4,712		4,712
		Plant and equipment (net of accumulated depreciation of $160,381 and $146,344, respectively)					360,312		373,857
		Power purchase agreements (net of accumulated amortization of $435,186 and $382,336, respectively)					506,171		532,608
		Other assets					9,090		42,873
					Total non-current assets		880,285		954,050
TOTAL ASSETS						$	1,100,838	$	1,073,808
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	48,995	$	45,348
	Accrued interest payable						7,205		-
	Accounts payable						7,847		3,726
	Due to related parties						39,029		29,346
	Other accrued expenses						20,856		15,654
			Total current liabilities				123,932		94,074
Non-current liabilities:
		Deferred revenue					6,776		-
		Notes payable - the Funding Corp.					251,981		278,302
		Energy bank and other liabilities					54,161		84,389
		Lease payable					653		740
					Total non-current liabilities		313,571		363,431
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						6,634		6,163
	Limited partners						656,701		610,140
			Total partners' equity				663,335		616,303
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	1,100,838	$	1,073,808

Juno Beach, Florida 33408

~~This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2004 Form 10~~(561) 691-~~K for NEA and NJEA.~~7171

~~NORTHEAST~~Indicate by ~~ENERGY~~check ~~ASSOCIATES,~~mark Awhether ~~LIMITED~~the ~~PARTNERSHIP~~registrants ~~AND~~(1) ~~NORTH~~have ~~JERSEY~~filed ~~ENERGY~~all ~~ASSOCIATES,~~reports Arequired ~~LIMITED~~to ~~PARTNERSHIP~~be filed ~~CONDENSED~~by ~~COMBINED~~Section 13 ~~STATEMENTS~~or OF15(d) ~~OPERATIONS~~of ~~(Thousands~~the Securities Exchange Act of ~~Dollars)~~1934 during the preceding 12 months and (~~Unaudited~~2) have been subject to such filing requirements for the past 90 days.

				Three Months Ended September 30,						Nine Months Ended September 30,
				2005			2004			2005			2004
REVENUES				$	114,826		$	115,874		$	253,654		$	317,866
COSTS AND EXPENSES (INCOME):
	Fuel				35,999			49,262			70,867			119,548
	Operations and maintenance				3,231			4,421			10,873			12,674
	Depreciation and amortization				23,789			20,365			67,989			61,012
	General and administrative				2,623			2,135			7,282			6,028
		Net gain on restructuring of contracts			-			-			(19,487	)		(103,176	)
			Total costs and expenses		65,642			76,183			137,524			96,086
OPERATING INCOME					49,184			39,691			116,130			221,780
OTHER EXPENSE (INCOME):
		Interest expense			8,805			10,556			28,163			32,813
		Interest income			(320	)		(58	)		(742	)		(237	)
		Other expense			(273	)		(9	)		(630	)		887
			Total other expense - net		8,212			10,489			26,791			33,463
NET INCOME				$	40,972		$	29,202		$	89,339		$	188,317

Yes ¨ No þ

~~CONDENSED~~Indicate by ~~COMBINED~~check ~~STATEMENTS~~mark OFwhether ~~CASH~~the ~~FLOWS~~registrant ~~(Thousands~~has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of ~~Dollars~~Regulation S-T (§232.405 of this chapter) during the preceding 12 months (~~Unaudited~~or for such shorter period that the registrant was required to submit and post such files).

			Nine Months Ended September 30,
			2005			2004
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	137,398		$	88,505
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(492	)		(593	)
		Net cash used in investing activities		(492	)		(593	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes			(22,674	)		(14,282	)
	Distributions to partners			(72,190	)		(56,424	)
		Net cash used in financing activities		(94,864	)		(70,706	)
Net increase in cash and cash equivalents				42,042			17,206
Cash and cash equivalents at beginning of period				51,071			58,092
Cash and cash equivalents at end of period			$	93,113		$	75,298
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	15,468		$	16,799
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
	Assumption of liability by parent company		$	29,883		$	-

Yes ¨ No ¨

~~This~~Indicate by ~~report~~check ~~should~~mark bewhether ~~read~~the inregistrants ~~conjunction~~are ~~with~~large ~~the~~accelerated ~~Notes~~filers, toaccelerated filers, ~~Condensed~~non-accelerated ~~Combined~~filers, ~~Financial~~or ~~Statements~~smaller ~~herein~~reporting ~~and~~ companies. See the ~~Notes~~definitions toof ~~Consolidated~~"large ~~and~~accelerated ~~Combined~~filer", ~~Financial~~"accelerated ~~Statements~~filer" ~~appearing~~and "smaller reporting company" in ~~the~~Rule 12b-2 ~~2004~~of ~~Form~~the ~~10-K~~Securities ~~for~~Exchange ~~NEA~~Act ~~and~~of ~~NJEA~~1934. (Check one):

~~ESI~~Large ~~TRACTEBEL~~accelerated ~~FUNDING~~filers ~~CORP.~~[ ~~CONDENSED~~] ~~BALANCE~~Accelerated ~~SHEETS~~filers ~~(Thousands~~[ of] ~~Dollars)~~Non-accelerated filers þ (~~Unaudited~~Do not check if a smaller reporting company) Smaller reporting companies [ ]

			September 30, 2005		December 31, 2004
ASSETS
Current assets:
	Cash		$	1	$	1
	Interest receivable from the Partnerships			7,205		-
	Current portion of notes receivable from the Partnerships			48,995		45,348
		Total current assets		56,201		45,349
Notes receivable from the Partnerships				251,981		278,302
TOTAL ASSETS			$	308,182	$	323,651
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable		$	48,995	$	45,348
	Accrued interest payable			7,205		-
		Total current liabilities		56,200		45,348
Debt securities payable				251,981		278,302
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, no par value, 10,000 shares authorized, issued and outstanding			1		1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	308,182	$	323,651

Indicate by check mark whether the registrants are shell companies as defined in Rule 12b-2 of the Securities Exchange Act of 1934.

~~CONDENSED~~Yes ~~STATEMENTS~~¨ OFNo ~~OPERATIONS (Thousands of Dollars) (Unaudited)~~þ

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Interest income	$	7,205		$	8,067		$	22,674		$	24,866
Interest expense		(7,205	)		(8,067	)		(22,674	)		(24,866	)
NET INCOME	$	-		$	-		$	-		$	-

APPLICABLE ONLY TO CORPORATE ISSUERS:

~~These~~As ~~reports~~of April ~~should~~30, be2009, ~~read~~there inwere ~~conjunction~~issued ~~with the Notes to Condensed Financial Statements herein~~ and ~~the~~outstanding ~~Notes~~20 toshares ~~Financial~~of ~~Statements~~ESI ~~appearing~~Tractebel Acquisition inCorp.'s ~~the~~common ~~2004 Form 10-K for the Funding Corp~~stock.

~~ESI TRACTEBEL FUNDING CORP. CONDENSED STATEMENTS OF CASH FLOWS (Thousands of Dollars) (Unaudited)~~——————————————————————

			Nine Months Ended September 30,
			2005			2004
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from the Partnerships			22,674			14,282
		Net cash provided by investing activities		22,674			14,282
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(22,674	)		(14,282	)
		Net cash used in financing activities		(22,674	)		(14,282	)
Net change in cash				-			-
Cash at beginning of period				1			1
Cash at end of period			$	1		$	1
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	15,468		$	16,799

This combined Form 10-Q represents separate filings by ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP). Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to the other registrant. The registrants make no representations whatsoever as to ESI Tractebel Funding Corp. (Funding Corp.), and Acquisition Corp. makes no representations whatsoever as to Northeast Energy Associates, a limited partnership (NEA) or North Jersey Energy Associates, a limited partnership (NJEA, and collectively with NEA, the Partnerships).

~~These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2004 Form 10~~FORWARD-~~K for the Funding Corp.~~LOOKING STATEMENTS

~~ESI~~This report ~~TRACTEBEL~~includes ~~ACQUISITION~~forward-looking ~~CORP~~statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any ~~CONDENSED~~statements ~~BALANCE~~that express, ~~SHEETS~~or involve discussions as to expectations, beliefs, plans, objectives, assumptions, future events or performance, climate change strategy or growth strategies (~~Thousands~~often, but not always, through the use of ~~Dollars~~words or phrases such as "will," "will likely result," "are expected to," "will continue," "is anticipated," "aim," "believe," "could," "should," "would," "estimated," "may," "plan," "potential," "projection," "target," "outlook," "predict" and "intend" or words of similar meaning) are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (~~Unaudited~~in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on the Acquisition Corp.'s and/or NE LP's (together the registrants) operations and financial results, and that could cause the Acquisition Corp.'s and/or NE LP's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of either or both of the registrants in this combined Form 10-Q, in presentations, in response to questions or otherwise.

				September 30, 2005		December 31, 2004
ASSETS
Current assets:
	Interest receivable from NE LP			$	3,779	$	-
	Current portion of note receivable from NE LP				11,000		8,800
		Total current assets			14,779		8,800
Non-current assets:
	Due from NE LP				152		152
	Note receivable from NE LP				178,200		184,800
			Total non-current assets		178,352		184,952
TOTAL ASSETS				$	193,131	$	193,752
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Income taxes payable			$	35	$	31
	Current portion of debt securities payable				11,000		8,800
	Accrued interest payable				3,779		-
		Total current liabilities			14,814		8,831
Non-current liabilities:
	Debt securities payable				178,200		184,800
	Other				50		59
			Total non-current liabilities		178,250		184,859
TOTAL LIABILITIES					193,064		193,690
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued and outstanding				-		-
	Retained earnings				67		62
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	193,131	$	193,752

The registrants are subject to complex laws and regulations and to changes in laws and regulations as well as changing governmental policies and regulatory actions, with respect to, among other things, initiatives regarding deregulation and restructuring of the energy industry and environmental matters, including matters related to the effects of climate change, operation of generation facilities, and present or prospective competition. This substantial and complex framework exposes the registrants to increased compliance costs and potentially significant monetary penalties for non-compliance.

~~CONDENSED~~· ~~STATEMENTS~~A OFsubstantial ~~OPERATIONS~~portion ~~(Thousands~~of the output from the Partnerships' power generation facilities is sold to two regulated utilities under five power purchase agreements, two of ~~Dollars)~~which ~~(Unaudited)~~terminate in 2011 and the other three in 2016. The limited number of power purchasers creates a concentration of counterparty risk. The remaining output from the power generation facilities is sold, from time to time, in the merchant markets. Economic factors, such as the current downturn, could adversely affect energy consumption and could adversely affect the results of operations of the registrants.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Interest income	$	3,779		$	3,955		$	11,513		$	12,041
Interest expense		(3,776	)		(3,952	)		(11,504	)		(12,032	)
Income before income taxes		3			3			9			9
Income tax expense		(1	)		(1	)		(4	)		(3	)
NET INCOME	$	2		$	2		$	5		$	6

·	The operation and maintenance of power generation facilities involve significant risks that could adversely affect the results of operations and financial condition of the registrants.

~~These~~· ~~reports~~The ~~should~~use beof ~~read~~derivative incontracts ~~conjunction~~by ~~with~~NE LP and the ~~Notes~~Partnerships toin ~~Condensed~~the ~~Financial~~normal ~~Statements~~course ~~herein~~of ~~and~~business ~~the~~could ~~Notes~~result toin ~~Financial~~financial ~~Statements~~losses ~~appearing~~that inadversely impact the ~~2004~~results ~~Form~~of ~~10-K~~operations ~~for~~of the ~~Acquisition Corp~~registrants.

~~ESI~~· ~~TRACTEBEL~~The ~~ACQUISITION~~competitive ~~CORP.~~energy ~~CONDENSED~~business ~~STATEMENTS~~is OFsubject ~~CASH~~to ~~FLOWS~~risks, ~~(Thousands~~many of ~~Dollars)~~which are beyond the control of the registrants, including, but not limited to, the ability to efficiently operate generating assets, the successful and timely completion of project restructuring activities, the price and supply of fuel (~~Unaudited~~including transportation) and equipment, transmission constraints, competition from other and new sources of generation, excess generation capacity and shifting demand for power, that may reduce the revenues and adversely impact the results of operations and financial condition of the registrants.

			Nine Months Ended September 30,
			2005			2004
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from NE LP			4,400			4,400
		Net cash provided by investing activities		4,400			4,400
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(4,400	)		(4,400	)
		Net cash used in financing activities		(4,400	)		(4,400	)
Net change in cash				-			-
Cash at beginning of period				-			-
Cash at end of period			$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	7,734		$	8,086

The registrants rely on contracts with vendors for the supply of fuel and equipment required for the operation of their facilities. If vendors fail to fulfill their contractual obligations, the registrants may need to make arrangements with other suppliers, which could result in higher costs and/or a disruption to their operations.

~~These~~· ~~reports~~Weather ~~should~~affects bethe ~~read~~registrants' inresults ~~conjunction~~of ~~with~~operations, as can the ~~Notes~~impact toof ~~Condensed~~severe ~~Financial~~weather. ~~Statements~~Weather ~~herein~~conditions ~~and~~directly influence the ~~Notes~~demand tofor ~~Financial~~electricity ~~Statements~~and ~~appearing~~natural ingas, affect the ~~2004~~price ~~Form~~of ~~10-K~~energy ~~for~~commodities, and can affect the ~~Funding~~production ~~Corp~~of electricity at power generation facilities.

~~NORTHEAST~~· ~~ENERGY,~~The LPregistrants (Aare ~~PARTNERSHIP)~~subject ~~AND~~to ~~SUBSIDIARIES~~costs ~~NORTHEAST~~and ~~ENERGY~~other ~~ASSOCIATES,~~potentially Aadverse ~~LIMITED~~effects ~~PARTNERSHIP~~of ~~AND~~legal ~~NORTH~~and ~~JERSEY~~regulatory ~~ENERGY~~proceedings, ~~ASSOCIATES~~settlements, Ainvestigations ~~LIMITED~~and ~~PARTNERSHIP~~claims, ~~ESI~~as ~~TRACTEBEL~~well ~~FUNDING~~as ~~CORP.~~regulatory ~~ESI~~compliance ~~TRACTEBEL~~and ~~ACQUISITION~~the ~~CORP.~~effect ~~NOTES~~of TOnew, ~~CONDENSED~~or ~~CONSOLIDATED~~changes ~~FINANCIAL~~in, ~~STATEMENTS~~tax ~~NOTES~~laws, TOrates ~~CONDENSED~~or ~~COMBINED~~policies, ~~FINANCIAL~~rates ~~STATEMENTS~~of ~~NOTES~~inflation, TOaccounting ~~CONDENSED~~standards, ~~FINANCIAL~~securities ~~STATEMENTS~~laws ~~(Unaudited)~~and corporate governance requirements.

· The ~~accompanying~~Partnerships ~~Condensed~~are ~~Consolidated~~subject ~~Financial~~to ~~Statements,~~mandatory ~~Condensed~~reliability ~~Combined~~standards ~~Financial~~promulgated ~~Statements~~by ~~and Condensed Financial Statements should be read in conjunction with~~ the ~~2004~~North ~~Form~~American ~~10-K~~Electric ~~for~~Reliability ~~the~~Corporation ~~registrants.~~and Inenforced ~~the~~by ~~opinion of~~ the ~~registrants'~~Federal ~~management,~~Energy ~~all~~Regulatory ~~adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made~~Commission. ~~The~~Noncompliance ~~results~~with ofthese ~~operations~~mandatory ~~for~~reliability anstandards ~~interim~~could ~~period~~result ~~may~~in ~~not~~sanctions, ~~give~~including asubstantial ~~true~~monetary ~~indication of results for the year~~penalties. ~~1. Combined Statement of Partners' Equity NEA's and NJEA's general partner (GP) and limited partner (LP) equity balances are comprised of the following:~~

	NEA						NJEA						Combined
	GP		LP		Total		GP		LP		Total		GP		LP		Total
	(Thousands of Dollars)
Balances, December 31, 2004	$	2,509	$	248,504	$	251,013	$	3,654	$	361,636	$	365,290	$	6,163	$	610,140	$	616,303
Balances, September 30, 2005	$	2,991	$	296,257	$	299,248	$	3,643	$	360,444	$	364,087	$	6,634	$	656,701	$	663,335

·	Threats of terrorism and catastrophic events that could result from terrorism, cyber attacks, or individuals and/or groups attempting to disrupt NE LP’s and the Partnerships’ business may impact the operations of the registrants in unpredictable ways.

~~NEA~~· ~~received~~The approximately a $29.9 million non-cash contribution from NE LP related to costs associated with the execution of the amended and restated power purchase agreement, as described in Note 5 below, in the first quarter of 2005. Affiliates of NE LPregistrants's ~~partners~~ability ~~paid these costs in the form of loans in the same amount~~ to NEobtain ~~LP with a maturity date of December 31~~insurance, ~~2005. These loans were repaid with interest in April 2005 from funds otherwise available for NE LP partnership distributions. 2. Accounting for Derivative Instruments~~ and ~~Hedging Activities NE LP and~~ the ~~Partnerships~~cost ~~reclassified net realized gains~~ of ~~approximately $0.5 million~~ and ~~$1.5~~coverage ~~million~~provided ~~into~~by ~~earnings~~such ~~from accumulated other comprehensive income for the three and nine months ended September 30~~insurance, ~~2004,~~could ~~respectively.~~be ~~The~~adversely ~~effective~~affected ~~portion~~by of the net gain/loss on cash flow hedges included within comprehensive income was a net gain of approximately $12 thousand and approximately $41 thousand for the three and nine months ended September 30international, ~~2004~~national, ~~respectively.~~state ~~There~~or ~~were~~local noevents net gains/losses on cash flow hedges in comprehensive income for the three and nine months ended September 30, 2005. Unrealized mark-to-market gains and losses on derivative transactions represent the net unrealized effect of derivative transactions entered into as ~~economic~~well ~~hedges (but which do not qualify for hedge accounting under Statement of Financial Accounting Standards No. (FAS) 133, "Accounting for Derivative Instruments and Hedging Activities,"~~ as amended) and the ineffective portion of transactions accounted for as cash flow hedges. These transactions have been entered into to reduce NE LP and the Partnerships' aggregate fuel cost and purchased power price risk. Changes in the derivatives' fair value for power purchases are recognized in operating revenues and fuel purchases are recognized in fuel expense in NE LP's and the Partnerships' condensed consolidated and combined statements of operations, unless hedge accounting is applied. NE LP and the Partnerships' had no instruments that qualified for hedge accounting in the first nine months of 2005. Unrealized markregistrant-~~to-market~~specific ~~(losses)/gains on derivative transactions were $(8~~events.2) million and $6.1 million for the three months ended September 30, 2005 and 2004, respectively. Unrealized mark-to-market (losses)/gains on derivative transactions were $(4.9) million and $49.1 million for the nine months ended September 30, 2005 and 2004, respectively. In addition, NE LP and the Partnerships recognized a net loss of $40.4 million in the first quarter of 2005 due to the write-off of derivative assets associated with NJEA's termination of its two off-peak power purchase contracts with FPL Energy Power Marketing, Inc. (PMI) and Suez Energy Marketing NA, Inc. (formerly known as Tractebel Energy Marketing, Inc.) (TEMI) which is reflected in a reduction to revenues for the nine months ended September 30, 2005. The current portion of the derivative assets is $3.6 million at September 30, 2005 and is included in the condensed combined and consolidated balance sheets under prepaid expenses and other current assets. There were no non-current derivative assets at September 30, 2005. The current portion of derivative liabilities is $8.6 million at September 30, 2005 and is included in the condensed combined and consolidated balance sheets under other accrued expenses. There were no non-current derivative liabilities at September 30, 2005. 3. Comprehensive Income Comprehensive income below includes net income and net unrealized losses on cash flow hedges of forecasted fuel purchases for both NE LP and the Partnerships of approximately $0.5 million and $1.5 million for the three and nine months ended September 30, 2004, respectively. There were no differences between comprehensive income and net income for the three and nine months ended September 30, 2005.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
	(Thousands of Dollars)
NE LP	$	36,599	$	23,897	$	75,905	$	172,437
The Partnerships	$	40,972	$	28,694	$	89,339	$	186,804

·	The registrants, the Partnerships and the Funding Corp. are substantially leveraged and subject to restrictive covenants under their debt agreements that will limit their ability to borrow or otherwise have access to additional funds.

4.· ~~Commitments~~All ~~and Contingencies The long-term contractual~~ obligations of NEthe LPPartnerships ~~and~~are ~~the~~non-recourse ~~Partnerships~~to atthe ~~September~~direct ~~30,~~and ~~2005~~indirect ~~are~~owners asof ~~follows:~~the registrants.

NEThese and LPother ~~AND~~risk ~~THE~~factors ~~PARTNERSHIPS~~are ~~September~~included 30in Part I, ~~2005~~Item 1A. ~~(Thousands~~Risk Factors of ~~Dollars~~the registrants' Annual Report on Form 10-K for the year ended December 31, 2008 (2008 Form 10-K).

			2005		2006 - 07		2008 - 09		Thereafter		Total
CONTRACTUAL OBLIGATIONS
The Partnerships:
	Funding Corp. debt(a)		$	37,086	$	152,691	$	132,295	$	70,002	$	392,074
	Operating leases			68		582		630		765		2,045
	Other long-term obligations:
	Energy bank liability			-		48,243		-		-		48,243
	Administrative agreement(b)			150		1,200		1,200		5,400		7,950
	O&M agreement(b)			375		3,000		3,000		10,500		16,875
	Fuel management agreement(b)			225		1,800		1,800		12,600		16,425
	Steam sales termination agreement(c)			1,038		8,302		-		-		9,340
	Natural gas, including transportation and storage			5,282		41,963		38,779		105,416		191,440
Total Partnerships				44,224		257,781		177,704		204,683		684,392
NE LP:
	Acquisition Corp. debt(a)			11,959		62,973		69,582		112,538		257,052
	Affiliate debt(a)			2,382		9,528		9,528		7,146		28,584
Total NE LP				14,341		72,501		79,110		119,684		285,636
Total contractual obligations			$	58,565	$	330,282	$	256,814	$	324,367	$	970,028
(a)		Includes principal and interest.
(b)		Represents the minimum obligation under the terms of the agreement. The minimum obligation is subject to an annual inflation factor adjustment, which is excluded from the minimum obligation included in the table.
(c)		Represents the gross amount due under the agreement. Approximately $0.8 million is reimbursed by the New Jersey utility annually under the terms of the amended and restated power purchase agreement.

Any forward-looking statement speaks only as of the date on which such statement is made, and the registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.

5. Cogeneration Facilities, Power Purchase Agreements and Carbon Dioxide Facility On February 28, 2005, the amended and restated power purchase agreements among NEA as seller, and Boston Edison Company (Boston Edison) and Commonwealth Electric Company (Commonwealth) as utility purchasers became effective. The amended and restated agreements provide for, among other things, NEA obtaining the right to source power from the wholesale market in addition to sourcing power from NEA's facility. Affiliates of NE LP's partners paid approximately $29.9 million to the utility purchasers in the form of loans to NE LP in the same amount due on December 31, 2005. This payment is capitalized as part of the power purchase agreement's intangible asset on the balance sheet at September 30, 2005. These loans were repaid with interest in April 2005 from funds otherwise available for NE LP partnership distributions. As a result of the amended and restated power purchase agreements, NE LP and the Partnerships adopted EITF 91-6, "Revenue Recognition of Long-Term Power Sales Contracts", which requires NE LP and the Partnerships to recognize revenue as the lesser of the amount billable under the contract or the estimated average revenue over the term of the contract. Consequently, NE LP and the Partnerships recognized a reduction to revenue of $2.9 million and $6.8 million for the three and nine months ended September 30, 2005, respectively. On March 2, 2005, the gas purchase and supply agreement between NEA and ProGas Limited of Alberta, Canada (ProGas) was terminated by agreement (NEA Termination Agreement). Under the terms of the NEA Termination Agreement, NEA continued to purchase 12,507 MMbtu/day through October 31, 2005 at a fixed price and the fuel supplier paid NEA $25.0 million on November 1, 2005. NEA recognized a $22.5 million gain associated with this termination on the effective date. Also on February 28, 2005, NEA terminated its long-term gas supply agreements with PMI and TEMI, which had been effective since September 2003 and January 2004, and replaced them with two long-term gas supply agreements with PMI and TEMI effective March 31, 2005 that will enable NEA to purchase sufficient fuel for production. NEA and New England Power Company (New England Power) terminated the remaining power purchase agreement effective February 28, 2005. The terminated agreement had covered approximately 8% of NEA's output up to 25 megawatts. The termination of this power purchase agreement resulted in the recognition of a $2.4 million loss representing the current net book value of the agreement. To meet the FERC regulations for a qualifying facility (QF), NEA sold thermal energy to an unrelated third party which leased a carbon dioxide facility owned by NEA and is located on NEA's property. As a result of the amended and restated power purchase agreements between NEA and two Massachusetts utilities, NEA filed for and was granted Electric Wholesale Generator (EWG) status and no longer operates as a QF. Therefore, NEA issued a notice of termination to the lessee of the carbon dioxide facility to terminate the operating lease, steam sales agreement and other ancillary agreements effective April 30, 2005. NEA recorded a $0.6 million loss in the first quarter of 2005 associated with obligations arising from termination of the operating lease. NEA recognized a gain of approximately $19.5 million in the first quarter of 2005 due primarily to the gain on termination of the gas purchase and supply agreement with ProGas partially offset by the loss on termination of the power purchase agreement with New England Power, and the termination of the operating lease agreement. On February 28, 2005, a supplemental fuel management subcontract agreement was entered into to allow PMI to purchase energy, ancillary services and capacity from the NEA facility or from the marketplace and sell to the purchasers under the NEA amended and restated power purchase agreements. Also on February 28, 2005, NJEA terminated its two off-peak power purchase contracts with PMI and TEMI, which had been entered into effective January 2004, each of which provided for the purchase of up to 125 mw per off-peak hour at a fixed price to supply power to the New Jersey utility. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements, Notes to Condensed Combined Financial Statements and Notes to Condensed Financial Statements contained herein (the Notes) and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2004 Form 10-K for the registrants. The results of operations for an interim period may not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year. Results of Operations NE LP Consolidated and the Partnerships - NE LP's consolidated net income for the three months ended September 30, 2005 was $36.6 million compared to $24.4 million for the same period in 2004 and the Partnerships' net income for the three months ended September 30, 2005 was $41.0 million compared to $29.2 million for the same period in 2004. NE LP's consolidated net income for the nine months ended September 30, 2005 was $75.9 million compared to $174.0 million for the same period in 2004, and the Partnerships' combined net income for the nine months ended September 30, 2005 was $89.3 million compared to $188.3 million for the same period in 2004. The increase in net income for the three months ended September 30, 2005 compared to the same period in 2004, is primarily attributable to fuel savings of approximately $13.3 million due to the NJEA and NEA amended and restated power purchase agreements. Net income for the nine months ended September 30, 2005 included a net gain of $19.5 million on restructuring of contracts and fuel savings of $48.7 million, favorable pricing primarily on purchased power of $19.8 million and net losses of $40.4 million from the termination of power purchase contracts which are reflected in revenues. Net income for the nine months ended September 30, 2004 included a net gain of $103.2 million on restructuring of contracts and net unrealized mark-to-market gains of $49.1 million. The net gain on restructurings of contracts for the nine months ended September 30, 2005 consisted of a gain of $22.5 million recognized on the effective date of a termination agreement between NEA and one of its fuel suppliers, partially offset by a loss of $2.4 million recognized on the effective date of the termination of the remaining power purchase agreement between NEA and New England Power and a loss of $0.6 million recognized on the effective date of the termination of the operating lease on the carbon dioxide facility. The net gain on restructurings of contracts for the nine months ended September 30, 2004 consisted of a gain of $115.1 million recognized on the effective date of a partial termination agreement between NEA and one of its fuel suppliers, partially offset by a loss of $11.9 million recognized on the exercise date of NJEA's option to terminate its steam sales contract. In February 2005, NJEA terminated its two off-peak power purchase contracts with PMI and TEMI, which had been entered into effective January 2004, each of which provided for the purchase of up to 125 mw per off-peak hour at a fixed price to supply power to the New Jersey utility. The derivative assets associated with these contracts were subsequently written-off resulting in net losses of $40.4 million in the first nine months of 2005. NE LP included unrealized mark-to-market gains on these contracts of $49.1 million for the same period in 2004. Revenue decreased for the three months ended September 30, 2005 compared to the same period in 2004 primarily due to higher purchased power costs of $43.6 million due to market sourcing of power to fulfill the Partnerships' obligations under the power purchase agreements and net unrealized mark-to-market gains on derivative instruments of $6.1 million in the same period in the prior year that did not recur in the current quarter. These decreases were partially offset by favorable pricing under the restructured power purchase agreements of $47.7 million and an increase in utility energy bank amortization of $1.2 million. The energy bank balances are amortized in accordance with scheduled or specified rates under the NEA power purchase agreement. NE LP's revenues for the three months ended September 30, 2005 and 2004 were comprised of $114.8 million and $115.2 million of power sales to utilities and $0.0 and $0.5 million of steam sales, respectively. Partnerships' revenues for the three months ended September 30, 2005 and 2004 were comprised of $114.8 million and $115.4 million of power sales to utilities and $0.0 and $0.5 million of steam sales, respectively. Fuel expense decreased for the three months ended September 30, 2005 compared to the same period in 2004 by $44.9 million as a result of the NJEA and NEA amended and restated power purchase agreements due to the supply of power from the market rather than the facilities and by $5.8 million resulting from increased gains on fuel sales. These decreases were partially offset by the increased cost of market priced gas of $29.0 million and net unrealized mark-to-market losses of $8.2 million on derivative instruments primarily associated with gas supply provided by ProGas under the NEA Termination Agreement. Revenue decreased for the nine months ended September 30, 2005 compared to the same period in 2004 primarily due to a realized loss of $40.4 million described above, compared to a net unrealized mark-to-market gain of $49.1 million in the same period in 2004, and due to higher purchased power costs of $88.3 million for the nine months ended September 30, 2005 due to market sourcing of power to fulfill the Partnerships' obligations under the power purchase agreements. In addition, steam sales decreased $0.9 million due to the termination of the steam sales agreement. These decreases were partially offset by favorable pricing under the restructured power purchase agreements of $108.1 million, an increase in the utility energy bank amortization of $4.5 million, higher miscellaneous revenues of $1.4 million, and higher capacity revenues of $0.5 million. The decrease in the energy bank balances is determined in accordance with scheduled or specified rates under a certain power purchase agreement. NE LP's revenues for the nine months ended September 30, 2005 and 2004 were comprised of $253.5 million and $316.5 million of power sales to utilities and $0.2 million and $1.1 million of steam sales, respectively. The Partnerships' revenues for the nine months ended September 30, 2005 and 2004 were comprised of $253.5 million and $316.8 million of power sales to utilities and $0.2 million and $1.1 million of steam sales, respectively. Fuel expense decreased for the nine months ended September 30, 2005 compared to the same period in 2004 by $95.2 million as a result of the NJEA and NEA amended and restated power purchase agreements due to the supply of power from the market rather than the facilities and $8.8 million resulting from increased gains on fuel sales. These decreases were partially offset by the increased cost of market priced gas of $50.0 million and net unrealized mark-to-market losses on derivatives of $4.9 million primarily associated with gas supply provided by ProGas under the NEA Termination Agreement. Operations and maintenance expense decreased for the three and nine months ended September 30, 2005 compared to the same periods in 2004 primarily due to the supply of power from the market under the amended and restated power purchased agreements resulting in lower generation at the facilities and consequently, lower variable production costs. Depreciation and amortization expense increased for the three and nine months ended September 30, 2005 compared to the same periods in 2004 primarily due to the addition of an intangible asset of $29.9 million as part of the NEA amended and restated power purchase agreement. General and administrative expenditures increased for the three and nine months ended September 30, 2005 compared to 2004 primarily due to higher professional fees associated with the power purchase agreement restructuring and higher fees to the managing general partner. NE LP makes scheduled interest and principal payments on its outstanding debt. NE LP is scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2005, NE LP made the scheduled debt service payment. Interest expense for NE LP decreased for the three and nine months ended September 30, 2005 compared to 2004 due to decreasing principal balances on its outstanding debt and energy bank liability. The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and principal payments on their outstanding debt. Both entities are scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2005, the Funding Corp. and the Acquisition Corp. made the scheduled debt service payments. Interest expense for both the Funding Corp. and Acquisition Corp. decreased for the three and nine months ended September 2005 compared to 2004 due to decreasing principal balances on their outstanding debt. Liquidity and Capital Resources NE LP and the Partnerships - The increases in net cash provided by operating activities for NE LP and the Partnerships for the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004 were primarily due to lower fuel costs incurred in 2005 partially offset by higher purchased power as a result of the NEA amended and restated power purchase agreements discussed above. Each of NE LP and the Partnerships make scheduled interest and principal payments on their outstanding debt. Each are scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2005, NE LP and the Partnerships' made the scheduled debt service payments. NE LP and the Partnerships' long-term contractual obligations at September 30, 2005 are shown in Note 4. Letters of credit were established to satisfy requirements in certain power purchase agreements. As of September 30, 2005, one letter of credit related to a power purchase agreement remains. This letter of credit can be drawn upon in multiple drawings in favor of the power purchaser in the event that the power purchase agreement has terminated at the time when there is a positive energy bank balance existing. In February 2005, affiliates of NE LP's partners paid approximately $29.9 million to the utility purchasers associated with NEA's amended and restated power purchase agreements in the form of loans to NE LP in the same amount due December 31, 2005. These loans were repaid with interest in April 2005 from funds otherwise available for NE LP partnership distributions. Market Risk Sensitivity Commodity price risk - The prices received by the Partnerships for power sales under their long-term contracts do not move precisely in tandem with the prices paid by the Partnerships for natural gas. To manage the price risk associated with purchases of natural gas and purchases of power, the Partnerships may, from time to time, enter into certain transactions either through public exchanges or by means of over-the-counter transactions with specific counterparties. The Partnerships manage their risk associated with purchases of natural gas and power through the use of natural gas and power swap agreements and options. The swap agreements require the Partnerships to pay a fixed price (absolutely or within a specified range) in return for a variable price on specified notional quantities of natural gas and power. The options consist of purchased call options to establish a maximum price for natural gas and power, and written put options are executed to offset the cost of the purchased call options. NE LP and the Partnerships use a value-at-risk (VaR) model to measure market risk in their mark-to-market portfolios. The VaR is the estimated nominal loss of market value based on a one-day holding period at a 95% confidence level using historical simulation methodology. As of September 30, 2005 and December 31, 2004, the VaR figures (in thousands) are as follows:

PART I – FINANCIAL INFORMATION

		Trading and Managed Hedges(a)		Non-Qualifying Hedges and Hedges in OCI(b)		Total
December 31, 2004		$	-	$	3,165	$	3,165
September 30, 2005		$	904	$	-	$	904
Average for the nine months ended September 30, 2005		$	252	$	1,865	$	819
(a)	Trading and managed hedges are essentially all changes in the derivatives' fair value for power purchases and sales and trading activities, which are recognized on a net basis in operating revenues and for fuel purchases and sales which are recognized on a net basis in fuel expense.
(b)	Non-qualifying hedges are employed to reduce the market risk exposure to physical assets which are not marked to market. The VaR figures for the non-qualifying hedges and hedges in OCI category do not represent the economic exposure to commodity price movements.

Item 1. Financial Statements

Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Sensitivity.
Item 4. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	As of September 30, 2005, the Acquisition Corp. and NE LP had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of the Acquisition Corp. and NE LP, or their equivalent (Principal Officers), of the effectiveness of the design and operation of the Acquisition Corp.'s and NE LP's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) or 15d-15(e)). Based upon that evaluation, the Principal Officers concluded the Acquisition Corp.'s and NE LP's disclosure controls and procedures are effective in timely alerting them to material information relating to the Acquisition Corp. and NE LP required to be included in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act and ensuring that information required to be disclosed in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act is accumulated and communicated to management, including its Principal Officers, to allow timely decisions regarding required disclosure. The Acquisition Corp. and NE LP have a Disclosure Committee, which is made up of several key management employees and reports directly to the Principal Officers of each of the Acquisition Corp. and NE LP to monitor and evaluate these disclosure controls and procedures. Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management of the Acquisition Corp. and NE LP cannot provide absolute assurance that the objectives of their disclosure controls and procedures will be met.
(b)	Changes in Internal Controls over Financial Reporting
	The Acquisition Corp. and NE LP are continuously seeking to improve the efficiency and effectiveness of their operations and of their internal controls. This results in refinements to processes. However, there has been no change in the Acquisition Corp.'s and NE LP's internal control over financial reporting that occurred during the Acquisition Corp.'s and NE LP's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Acquisition Corp.'s and NE LP's internal control over financial reporting.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES

PART II - OTHER INFORMATION
Item 5. Other Information
(a)	None
(b)	None
(c)	Other Events
	Reference is made to Item 1. Business - Partnerships' Operations in the 2004 Form 10-K for the registrants.
	In early August 2005, President Bush signed into law the Energy Policy Act of 2005 (2005 Energy Act). The 2005 Energy Act is comprehensive legislation that will substantially affect the regulation of energy companies, including provisions that amend federal energy laws and provide the FERC with new oversight responsibilities. Among the important changes to be implemented as a result of this legislation are the following:
	·	The Public Utility Holding Company Act of 1935, as amended, which regulated the financial structure of utility holding companies and, among other things, significantly restricted mergers and acquisitions in the electric utility industry, will be repealed effective February 2006 and will be replaced with the Public Utility Holding Company Act of 2005.
	·	The 2005 Energy Act establishes conditions for the elimination of the utility obligation under PURPA to enter into new contracts to purchase power from qualifying facilities.
	·	The FERC will appoint and oversee an electric reliability organization to establish and enforce mandatory reliability rules regarding the interstate electric transmission system.
	The implementation of the 2005 Energy Act requires proceedings at the state level and the development of regulations by the FERC and Department of Energy, as well as other federal agencies. The registrants continue to evaluate the provisions of the 2005 Energy Act; however, its effects will depend on the future actions of federal and state agencies which cannot be determined at this time.
Item 6. Exhibits

CONDENSED CONSOLIDATED BALANCE SHEETS

Exhibit Number		Description
3.1.2(1)		Certificate of Incorporation of the Acquisition Corp. as filed with the Secretary of State of the State of Delaware on January 12, 1998
3.2.1(1)		By-laws of the Acquisition Corp.
3.7(2)		Certificate of Limited Partnership of NE LP, a Delaware limited partnership, as filed with the Secretary of State of the State of Delaware on November 21, 1997
3.8(2)		Agreement of Limited Partnership of NE LP, a Delaware limited partnership, dated as of November 21, 1997
31(a)		Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of Acquisition Corp.
31(b)		Rule 13a-14(a)/15d-14(a) Certification of Treasurer (equivalent to the Chief Financial Officer) of Acquisition Corp.
31(c)		Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP
31(d)		Rule 13a-14(a)/15d-14(a) Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP
32(a)		Section 1350 Certification of Acquisition Corp.
32(b)		Section 1350 Certification of NE LP
(1)	Incorporated herein by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Acquisition Corp. and NE LP on May 12, 1998 (file nos. 333-52397 and 333-52397-01).
(2)	Incorporated herein by reference from the Annual Report on Form 10-K filed by the Funding Corp. and the Partnerships on March 27, 1998 (file nos. 33-87902, 33-87902-01 and 33-87902-02).

(Thousands of Dollars)

~~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, thereunto duly authorized.~~(Unaudited)

	NORTHEAST ENERGY, LP (ESI Northeast Energy GP, Inc. as Administrative General Partner) ESI TRACTEBEL ACQUISITION CORP. (Registrants)
		March 31, 2009		December 31, 2008
Date: November 8, 2005
ASSETS
	MARK R. SORENSEN
Current assets:
	Mark R. Sorensen Vice President and Treasurer of ESI Northeast Energy GP, Inc. Treasurer of ESI Tractebel Acquisition Corp. (Principal Financial and Principal Accounting Officer of the Registrants)
Cash and cash equivalents		$	115,253	$	48,186
Accounts receivable			55,146		85,495
Spare parts inventories			6,187		5,943
Fuel inventories			4,033		10,877
Prepaid expenses and other current assets			1,065		1,299
Total current assets			181,684		151,800
Non-current assets:
Deferred debt issuance costs (net of accumulated amortization of $6,277 and $6,191, respectively)			683		769
Land			4,712		4,712
Cogeneration facilities (net of accumulated depreciation of $205,928 and $201,140, respectively)			324,419		319,420
Power purchase agreements (net of accumulated amortization of $718,063 and $697,324, respectively)			223,293		244,032
Other assets			4,002		3,578
Total non-current assets			557,109		572,511
TOTAL ASSETS		$	738,793	$	724,311
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Current portion of notes payable – the Funding Corp.		$	54,616	$	54,616
Current portion of note payable – the Acquisition Corp.			26,400		26,400
Current portion of note payable – affiliate			3,971		3,971
Accrued interest payable			5,691		-
Accounts payable			1,518		1,100
Due to related parties			13,586		30,616
Other accrued expenses			17,233		17,025
Total current liabilities			123,015		133,728
Non-current liabilities:
Deferred revenue			68,103		66,944
Notes payable – the Funding Corp.			65,223		65,223
Note payable – the Acquisition Corp.			101,200		101,200
Note payable – affiliate			6,595		6,595
Other liabilities			152		151
Lease payable			319		319
Total non-current liabilities			241,592		240,432
COMMITMENTS AND CONTINGENCIES
Partners' equity:
General partners			7,483		7,003
Limited partners			366,703		343,148
Total partners' equity			374,186		350,151
TOTAL LIABILITIES AND PARTNERS' EQUITY		$	738,793	$	724,311

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands of Dollars)

(Unaudited)

	Three Months Ended March 31,
	2009			2008

REVENUES	$	62,263		$	116,671

COSTS AND EXPENSES:
Fuel (net of fuel sales)		(356	)		42,470
Operations and maintenance		4,644			4,696
Depreciation and amortization		25,540			25,589
General and administrative		2,219			2,363
Total costs and expenses		32,047			75,118

OPERATING INCOME		30,216			41,553

OTHER EXPENSE (INCOME):
Amortization of debt issuance costs		86			103
Interest expense		5,691			7,524
Interest income		(69	)		(521	)
Other income		-			(1,817	)
Total other expense – net		5,708			5,289

NET INCOME	$	24,508		$	36,264

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)

	Three Months Ended March 31,
	2009			2008

NET CASH PROVIDED BY OPERATING ACTIVITIES	$	68,314		$	67,757

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(985	)		(2,052	)
Proceeds from insurance claim		211			-
Net cash used in investing activities		(774	)		(2,052	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners		(473	)		-
Net cash used in financing activities		(473	)		-

Net increase in cash and cash equivalents		67,067			65,705
Cash and cash equivalents at beginning of period		48,186			45,257
Cash and cash equivalents at end of period	$	115,253		$	110,962

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Additions to cogeneration facilities	$	8,802		$	496

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

CONDENSED COMBINED BALANCE SHEETS

(Thousands of Dollars)

(Unaudited)

	March 31, 2009		December 31, 2008

ASSETS
Current assets:
Cash and cash equivalents	$	94,573	$	48,184
Accounts receivable		55,146		85,495
Spare parts inventories		6,187		5,943
Fuel inventories		4,033		10,877
Prepaid expenses and other current assets		1,063		1,298
Total current assets		161,002		151,797

Non-current assets:
Land		4,712		4,712
Cogeneration facilities (net of accumulated depreciation of $205,928 and $201,140, respectively)		324,419		319,420
Power purchase agreements (net of accumulated amortization of $718,063 and $697,324, respectively)		223,293		244,032
Other assets		4,002		3,578
Total non-current assets		556,426		571,742

TOTAL ASSETS	$	717,428	$	723,539

LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Current portion of notes payable – the Funding Corp.	$	54,616	$	54,616
Accrued interest payable		2,927		-
Accounts payable		1,518		1,100
Due to related parties		13,586		30,616
Other accrued expenses		17,233		17,025
Total current liabilities		89,880		103,357

Non-current liabilities:
Deferred revenue		68,103		66,944
Notes payable – the Funding Corp.		65,223		65,223
Lease payable		319		319
Total non-current liabilities		133,645		132,486

COMMITMENTS AND CONTINGENCIES

Partners' equity:
General partners		4,939		4,877
Limited partners		488,964		482,819
Total partners' equity		493,903		487,696

TOTAL LIABILITIES AND PARTNERS' EQUITY	$	717,428	$	723,539

This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2008 Form 10-K for NEA and NJEA.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Thousands of Dollars)

(Unaudited)

	Three Months Ended March 31,
	2009			2008

REVENUES	$	62,263		$	116,671

COSTS AND EXPENSES:
Fuel (net of fuel sales)		(356	)		42,470
Operations and maintenance		4,644			4,696
Depreciation and amortization		25,540			25,589
General and administrative		2,219			2,363
Total costs and expenses		32,047			75,118

OPERATING INCOME		30,216			41,553

OTHER EXPENSE (INCOME):
Interest expense		2,927			4,244
Interest income		(68	)		(521	)
Other income		-			(1,817	)
Total other expense – net		2,859			1,906

NET INCOME	$	27,357		$	39,647

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)

	Three Months Ended March 31,
	2009			2008

NET CASH PROVIDED BY OPERATING ACTIVITIES	$	68,313		$	67,747

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(985	)		(2,052	)
Proceeds from insurance claim		211			-
Net cash used in investing activities		(774	)		(2,052	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners		(21,150	)		-
Net cash used in financing activities		(21,150	)		-

Net increase in cash and cash equivalents		46,389			65,695
Cash and cash equivalents at beginning of period		48,184			45,246
Cash and cash equivalents at end of period	$	94,573		$	110,941

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Additions to cogeneration facilities	$	8,802		$	496

ESI TRACTEBEL FUNDING CORP.

CONDENSED BALANCE SHEETS

(Thousands of Dollars)

(Unaudited)

	March 31, 2009			December 31, 2008

ASSETS
Current assets:
Cash	$	1	$	1
Current portion of notes receivable from the Partnerships		54,616		54,616
Interest receivable from the Partnerships		2,927		-
Total current assets		57,544		54,617

Notes receivable from the Partnerships		65,223		65,223

TOTAL ASSETS	$	122,767	$	119,840

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of debt securities payable	$	54,616	$	54,616
Accrued interest payable		2,927		-
Total current liabilities		57,543		54,616

Debt securities payable		65,223		65,223

COMMITMENTS AND CONTINGENCIES

Stockholders’ equity:
Common stock, no par value, 10,000 shares authorized, issued and outstanding		1		1

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	122,767	$	119,840

CONDENSED STATEMENTS OF OPERATIONS

(Thousands of Dollars)

(Unaudited)

	Three Months Ended March 31,
	2009			2008

Interest income – affiliate	$	2,927		$	4,192
Interest expense		(2,927	)		(4,192	)

NET INCOME	$	-		$	-

This report should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2008 Form 10-K for the Funding Corp.

ESI TRACTEBEL FUNDING CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)

	Three Months Ended March 31,
	2009		2008

NET CASH PROVIDED BY OPERATING ACTIVITIES	$	-	$	-

CASH FLOWS FROM INVESTING ACTIVITIES		-		-

CASH FLOWS FROM FINANCING ACTIVITIES		-		-

Net change in cash		-		-
Cash at beginning of period		1		1
Cash at end of period	$	1	$	1

This report should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2008 Form 10-K for the Funding Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED BALANCE SHEETS

(Thousands of Dollars)

(Unaudited)

	March 31, 2009		December 31, 2008

ASSETS
Current assets:
Current portion of note receivable from NE LP	$	26,400	$	26,400
Interest receivable from NE LP		2,549		-
Total current assets		28,949		26,400

Non-current assets:
Due from NE LP		152		152
Note receivable from NE LP		101,200		101,200
Total non-current assets		101,352		101,352

TOTAL ASSETS	$	130,301	$	127,752

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Income taxes payable	$	49	$	48
Accrued interest payable		2,549		-
Current portion of debt securities payable		26,400		26,400
Total current liabilities		28,998		26,448

Non-current liabilities:
Debt securities payable		101,200		101,200
Other		15		17
Total non-current liabilities		101,215		101,217

TOTAL LIABILITIES		130,213		127,665

COMMITMENTS AND CONTINGENCIES

Stockholders’ equity:
Common stock, $.10 par value, 100 shares authorized, 20 issued and outstanding		-		-
Retained earnings		88		87

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	130,301	$	127,752

CONDENSED STATEMENTS OF OPERATIONS

(Thousands of Dollars)

(Unaudited)

	Three Months Ended March 31,
	2009			2008

Interest income – affiliate	$	2,549		$	2,988
Interest expense		(2,547	)		(2,986	)
Income before income taxes		2			2
Income tax expense		(1	)		(1	)

NET INCOME	$	1		$	1

This report should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2008 Form 10-K for the Acquisition Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)

	Three Months Ended March 31,
	2009		2008

NET CASH PROVIDED BY OPERATING ACTIVITIES	$	-	$	-

CASH FLOWS FROM INVESTING ACTIVITIES		-		-

CASH FLOWS FROM FINANCING ACTIVITIES		-		-

Net change in cash		-		-
Cash at beginning of period		-		-
Cash at end of period	$	-	$	-

This report should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2008 Form 10-K for the Acquisition Corp.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

ESI TRACTEBEL FUNDING CORP.

ESI TRACTEBEL ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The accompanying Condensed Consolidated Financial Statements, Condensed Combined Financial Statements and Condensed Financial Statements should be read in conjunction with the 2008 Form 10-K for the registrants. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period generally will not give a true indication of results for the year.

1. Combined Statement of Partners' Equity

Equity balances of the general partner (GP) and limited partner (LP) of Northeast Energy Associates, a limited partnership (NEA) and North Jersey Energy Associates, a limited partnership (NJEA) are comprised of the following:

	NEA						NJEA						Combined
	GP		LP		Total		GP		LP		Total		GP		LP		Total
	(Thousands of Dollars)

Balances, December 31, 2008	$	1,331	$	131,767	$	133,098	$	3,546	$	351,052	$	354,598	$	4,877	$	482,819	$	487,696
Balances, March 31, 2009	$	1,377	$	136,288	$	137,665	$	3,562	$	352,676	$	356,238	$	4,939	$	488,964	$	493,903

NEA and NJEA (the Partnerships) paid distributions to Northeast Energy, LP (NE LP) totaling $21.2 million for the three months ended March 31, 2009. NE LP paid distributions to its partners totaling $0.5 million for the three months ended March 31, 2009. Neither the Partnerships nor NE LP paid distributions for the three months ended March 31, 2008.

2. Accounting for Derivative Instruments and Hedging Activities

Derivative instruments are recorded on NE LP's and the Partnerships' condensed consolidated and combined balance sheets as either an asset or liability (in prepaid expenses and other current assets, other assets and other accrued expenses) measured at fair value. NE LP and the Partnerships use derivative instruments (primarily forward purchases and sales, swaps and options) to manage the commodity price risk inherent in the purchase and sale of fuel and electricity. In addition, NE LP and the Partnerships use derivatives to optimize the value of power generation assets.

All changes in the derivatives' fair value (unrealized mark-to-market gains and losses) for power purchases and sales are recognized on a net basis in revenues, and fuel purchases and sales are recognized on a net basis in fuel expense unless hedge accounting is applied. While substantially all of NE LP's and the Partnerships' derivative transactions are entered into for the purposes described above, hedge accounting is only applied where specific criteria are met and it is practicable to do so. In order to apply hedge accounting, the transaction must be designated as a hedge and it must be highly effective in offsetting the hedged risk. Additionally, for hedges of commodity price risk, physical delivery for forecasted commodity transactions must be probable. NE LP and the Partnerships believe that where offsetting positions exist at the same location for the same time, the transactions are considered to have been netted and therefore physical delivery has been deemed not to have occurred for financial reporting purposes. Transactions for which physical delivery is deemed not to have occurred are presented on a net basis. Generally, the hedging instrument's effectiveness is assessed using regression analysis. Hedge effectiveness is tested at the inception of the hedge and on at least a quarterly basis throughout its life. At March 31, 2009, no cash flow hedges existed at NE LP and the Partnerships. The effective portion of the gain or loss on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income (OCI) and is reclassified into earnings in the period(s) during which the transaction being hedged affects earnings. The ineffective portion of the net unrealized gains (losses) on these hedges is reported in earnings in the current period. Settlement gains and losses are included within the line items in the statements of operations to which they relate. There were no net gains/losses on cash flow hedges in comprehensive income for the three months ended March 31, 2009 and 2008. As a result, there were no differences between comprehensive income and net income for the three months ended March 31, 2009 and 2008.

Unrealized mark-to-market (gains) losses, net, on derivative transactions were $(0.7) million and $2.8 million for the quarters ended March 31, 2009 and 2008, respectively, and are included in fuel expense (net of fuel sales) on the condensed consolidated and combined statements of operations. The current portion of the derivative liability was $0.2 million at March 31, 2009 and is included in the condensed consolidated and combined balance sheets under other accrued expenses. There were no derivative assets or non-current derivative liabilities at March 31, 2009.

3. Fair Value Measurements

As of March 31, 2009, NE LP and the Partnerships had cash equivalents with a fair value of $90 million and $110 million, respectively. As of December 31, 2008, NE LP and the Partnerships had cash equivalents with a fair value of $30 million. The value of these assets is based upon quoted prices in active markets for identical assets and equals the carrying value. As of March 31, 2009, all other financial assets, liabilities and other fair value measurements made on a recurring basis at NE LP and the Partnerships were deemed to be immaterial.

4. Commitments and Contingencies

The long-term contractual obligations of NE LP and the Partnerships at March 31, 2009 are as follows:

NE LP AND THE PARTNERSHIPS

March 31, 2009

(Thousands of Dollars)

	Total		2009		2010 – 11		2012 – 13		Thereafter

CONTRACTUAL OBLIGATIONS
The Partnerships:
Funding Corp. debt(a)	$	134,993	$	64,990	$	70,003	$	-	$	-
Operating leases		1,008		243		678		87		-
Other long-term obligations:
Administrative agreement(b)		5,250		450		1,200		1,200		2,400
Operations and maintenance agreement(b)		10,125		1,125		3,000		3,000		3,000
Fuel management agreement(b)		12,375		675		1,800		1,800		8,100
Natural gas, including transportation and storage		29,424		6,730		17,253		2,503		2,938
Total Partnerships		193,175		74,213		93,934		8,590		16,438

NE LP:
Acquisition Corp. debt(a)		148,606		36,068		112,538		-		-
Affiliate debt(a)		11,912		4,765		7,147		-		-
Total NE LP		160,518		40,833		119,685		-		-

Total contractual obligations	$	353,693	$	115,046	$	213,619	$	8,590	$	16,438

——————————

(a)	Includes principal and interest.

(b)	Represents the minimum obligation under the terms of the agreement. The minimum obligation is subject to an annual inflation factor adjustment, which is excluded from the minimum obligation included in the table.

The Northeast Power Coordinating Council, Inc. (NPCC), the regional entity responsible for compliance with the North American Electric Reliability Corporation (NERC) standards, is investigating certain operating subsidiaries and affiliates of NextEra Energy Resources, LLC (NextEra Energy Resources), including NEA, operating in New England for potential noncompliance with certain NERC standards self-reported by NextEra Energy Resources. NextEra Energy Resources owns subsidiaries that own 50% of NE LP. NEA has not been notified of a formal claim, but a similar claim regarding this matter has been filed by NPCC with a NextEra Energy Resources’ power plant station located in New England. Any penalty ultimately determined or accepted by NextEra Energy Resources pursuant to a settlement would be shared among its operating subsidiaries and affiliates in the New England region that the NPCC found to be in noncompliance with certain NERC standards. Although NEA is unable to predict with certainty the outcome of this matter, it is expected that the ultimate resolution will not have a material adverse effect on NE LP's and the Partnerships' results of operations or financial condition.

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

This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements, Notes to Condensed Combined Financial Statements and Notes to Condensed Financial Statements contained herein (the Notes) and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2008 Form 10-K for the registrants. The results of operations for an interim period generally will not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year period.

Results of Operations

NE LP and the Partnerships – NE LP’s consolidated net income for the first quarter of 2009 was $24.5 million compared to $36.3 million for the first quarter of 2008. This decrease in net income was primarily due to lower revenues of $54.4 million, partially offset by lower fuel expense (net of fuel sales) of $42.8 million, both of which are primarily the result of decreased generation of power at the NJEA facility due to a planned outage in the first quarter of 2009 as well as market conditions.

Revenues for the three months ended March 31, 2009 and 2008 were comprised of $62.3 million and $116.7 million of power sales to utilities, net of purchased power, respectively. This $54.4 million decrease in revenues was primarily the result of decreased generation of power at the NJEA facility of $36.8 million, as well as decreased pricing of $17.6 million.

Fuel expense (net of fuel sales) decreased $42.8 million for the three months ended March 31, 2009 compared to the same period in 2008 primarily as the result of decreased generation of power at the NJEA facility, and to a lesser extent lower fuel prices.

NE LP and the Partnerships make scheduled interest and principal payments on their outstanding debt semiannually on June 30 and December 30. Interest expense for NE LP and the Partnerships decreased for the first quarter of 2009 due to decreasing principal balances on their outstanding debt.

Interest income decreased for the first quarter of 2009 compared to the same period in 2008 primarily due to decreased rates of return on cash balances.

In connection with repair work performed on one of NEA's combustion turbines in November 2007, NEA recognized a loss on disposal of assets of $2.8 million in 2007. In March 2008, NEA entered into an agreement with a supplier (the Replacement Parts Agreement) under which NEA would recover up to $2.1 million of the losses recognized on the disposed assets as credits against the future purchase of replacement turbine parts. In March 2008, NEA placed orders with the supplier for $3.6 million of replacement turbine parts, which used all of the credits under the Replacement Parts Agreement, and a $1.8 million recovery under that agreement was recorded in other income for the three months ended March 31, 2008.

The Funding Corp. and the Acquisition Corp. – Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and principal payments on their outstanding debt. Both entities make scheduled interest and principal payments semiannually on June 30 and December 30. Interest expense for both the Funding Corp. and Acquisition Corp. decreased for the first quarter of 2009 as a result of decreasing principal balances on their outstanding debt.

Liquidity and Capital Resources

NE LP and the Partnerships – Net cash provided by operating activities for NE LP and the Partnerships was $68.3 million and $67.7 million for the three months ended March 31, 2009 and 2008, respectively.

Capital expenditures for the Partnerships were $1.0 million and $2.1 million for the three months ended March 31, 2009 and 2008, respectively. Noncash additions to cogeneration facilities were $8.8 million for the three months ended March 31, 2009, and the Partnerships anticipate making cash payments for these additions in the second quarter of 2009. The increase related primarily to capital spare parts and various upgrades of equipment at the two generating facilities.

NE LP and each of the Partnerships make scheduled interest and principal payments on their outstanding debt semiannually on June 30 and December 30.

Market Risk Sensitivity

Commodity Price Risk – The prices received by the Partnerships for power sales under their long-term contracts do not move precisely in tandem with the prices paid by the Partnerships for natural gas. To manage the price risk associated with purchases of natural gas and purchases of power, the Partnerships may, from time to time, enter into certain transactions either through public exchanges or by means of over-the-counter transactions with specific counterparties. The Partnerships manage their risk associated with purchases of natural gas and power through the use of natural gas and power swap agreements. The swap agreements require the Partnerships to pay a fixed price (absolutely or within a specified range) in return for a variable price on specified notional quantities of natural gas and power.

NE LP and the Partnerships use a value-at-risk (VaR) model to measure market risk in their trading and mark-to-market portfolios. The VaR is the estimated nominal loss of market value based on a one-day holding period at a 95% confidence level using historical simulation methodology. As of March 31, 2009 and December 31, 2008, the VaR figures (in thousands) are as follows:

	Trading and Managed Hedges(a)		Non-Qualifying Hedges and Hedges in OCI(b)		Total

December 31, 2008	$	-	$	3	$	3
March 31, 2009	$	-	$	25	$	25
Average for the three months ended March 31, 2009	$	-	$	12	$	12

——————————

(a)	Trading and managed hedges are essentially all changes in the derivatives' fair value for power purchases and sales and trading activities, which are recognized on a net basis in operating revenues and for fuel purchases and sales which are recognized on a net basis in fuel expense.

(b)	Non-qualifying hedges are employed to reduce the market risk exposure to physical assets which are not marked to market. The VaR figures for the non-qualifying hedges and hedges in OCI category do not represent the economic exposure to commodity price movements.

Concentration of Credit Risk – At March 31, 2009 and December 31, 2008, a majority of NE LP's and the Partnerships' trade receivables were derived from electricity sales to two utilities under long-term power purchase agreements. If one or both of these customers' receivable balances should be deemed uncollectible, it could have a material adverse effect on NE LP's and the Partnerships' results of operations and financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See Management's Discussion and Analysis of Financial Condition and Results of Operations – Market Risk Sensitivity.

Item 4T. Controls and Procedures

(a)	Evaluation of Disclosure Controls and Procedures

As of March 31, 2009, each of the Acquisition Corp. and NE LP had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of each of the Acquisition Corp. and NE LP or their equivalent (Principal Officers), of the effectiveness of the design and operation of the Acquisition Corp.'s and NE LP's disclosure controls and procedures (as defined in Securities Exchange Act of 1934 (Exchange Act) Rule 13a-15(e) or 15d-15(e)). Based upon that evaluation, the Principal Officers of each of the Acquisition Corp. and NE LP concluded that the Acquisition Corp.'s and NE LP's disclosure controls and procedures are effective in timely alerting them to material information relating to the Acquisition Corp. and NE LP and its consolidated subsidiaries required to be included in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act and ensuring that information required to be disclosed in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act is accumulated and communicated to management, including its Principal Officers, to allow timely decisions regarding required disclosure. The Acquisition Corp. and NE LP each have a Disclosure Committee, which is made up of several key management employees of NextEra Energy Resources involved in the management of the Acquisition Corp. and NE LP, and reports directly to the Principal Officers of each of the Acquisition Corp. and NE LP, to monitor and evaluate these disclosure controls and procedures. Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management of the Acquisition Corp. and NE LP cannot provide absolute assurance that the objectives of their disclosure controls and procedures will be met.

(b)	Changes in Internal Control over Financial Reporting

The Acquisition Corp. and NE LP are continuously seeking to improve the efficiency and effectiveness of their operations and of their internal controls. This results in refinements to processes. However, there has been no change in the Acquisition Corp.'s or NE LP's internal control over financial reporting that occurred during the Acquisition Corp.'s and NE LP's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Acquisition Corp.'s or NE LP's internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

There were no material changes from the risk factors disclosed in the registrants' 2008 Form 10-K. The factors discussed in Part 1, Item 1A. Risk Factors in the Acquisition Corp.'s and NE LP's 2008 Form 10-K, as well as other information set forth in this report, which could materially adversely affect the Acquisition Corp.'s and NE LP's business, financial condition and/or future operating results should be carefully considered. The risks described in the registrants' 2008 Form 10-K are not the only risks facing the registrants. Additional risks and uncertainties not currently known to the registrants, or that are currently deemed to be immaterial, also may materially adversely affect the registrants' business, financial condition and/or future operating results.

Item 5. Other Information

(a)

None

(b)

None

(c)	Other Events

(i)	Reference is made to Item 1. Business – Environmental Matters in the 2008 Form 10-K for the registrants.

In April 2009, the EPA released a proposed finding under Section 202(a) of the Clean Air Act that the current and projected concentrations of greenhouse gases in the atmosphere threaten the public health and welfare of current and future generations. The EPA further proposed that the combined emissions of greenhouse gases from new motor vehicles and motor vehicle engines contribute to the atmospheric concentrations of these greenhouse gases and the threat of climate change. It is possible that this finding may also be expanded at a later date to other sources of greenhouse gases, such as electric generating units. Any actions by the EPA to regulate greenhouse gases may be superseded if Congress passes legislation establishing comprehensive climate change regulation.

Item 6. Exhibits

Exhibit

Number

Description

31(a)

Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of Acquisition Corp.

31(b)

Rule 13a-14(a)/15d-14(a) Certification of Treasurer (equivalent to the Chief Financial Officer) of Acquisition Corp.

31(c)

Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP

31(d)

Rule 13a-14(a)/15d-14(a) Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP

32(a)

Section 1350 Certification of Acquisition Corp.

32(b)

Section 1350 Certification of NE LP

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 thereunto duly authorized.

NORTHEAST ENERGY, LP

(ESI Northeast Energy GP, Inc. as Administrative General Partner)

ESI TRACTEBEL ACQUISITION CORP.

(Registrants)

Date: May 12, 2009

MARK R. SORENSEN

Mark R. Sorensen

Vice President and Treasurer of ESI Northeast Energy GP, Inc.

Treasurer of ESI Tractebel Acquisition Corp.

(Principal Financial and Principal Accounting Officer of the Registrants)

Filing Compare · NORTHEAST ENERGY LP