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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2002
OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 333-96239

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TENASKA GEORGIA PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

47-0812088(I.R.S. Employer Identification No.)


1044 N. 115th Street, Suite 400
Omaha, Nebraska 68154-4446(Address of principal executive offices) (Zip Code)

(402) 691-9500(Registrant's telephone number, including area code)

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Indicate
by check mark whether the Registrant (1) has 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 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes /x/    No / /

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TENASKA GEORGIA PARTNERS, L.P.  REPORT ON FORM 10-Q  FOR THE QUARTER ENDED SEPTEMBER 30, 2002  INDEX

|         |  |                       |  |                                                                                       |  | Page
|-------- |  | --------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                      
|         |  | Item 1.               |  | Financial Statements (Unaudited)                                                      |  |     
|         |  |                       |  | Balance Sheets                                                                        |  | 3   
|         |  |                       |  | Statements of Operations                                                              |  | 4   
|         |  |                       |  | Statement of Partners' Equity (Deficit)                                               |  | 5   
|         |  |                       |  | Statements of Cash Flows                                                              |  | 6   
|         |  |                       |  | Notes to Financial Statements                                                         |  | 7   
|         |  | Item 2.               |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 12  
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 16  
|         |  | Item 4.               |  | Controls and Procedures                                                               |  | 16  
|PART II. |  | OTHER INFORMATION     |  |                                                                                      
|         |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                      |  | 17  
|         |  |                       |  | Signature                                                                             |  | 18  
|         |  |                       |  | Certification of Principal Executive Officer                                          |  | 19  
|         |  |                       |  | Certification of Principal Financial Officer                                          |  | 20  

2

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Tenaska Georgia Partners, L.P.    Balance Sheets    (Unaudited)

|                                           |                                         | September 30,
2002                               |             | December 31,
2001 |            
|------------------------------------------ | --------------------------------------- | ------------------------------------------------ | ----------- | ----------------- | -----------
|ASSETS                                     |                                         |                                                  |             |                   |            
|CURRENT ASSETS:                            |                                         |                                                  |             |                   |            
|                                           | Cash and cash equivalents               |                                                  | $           | 8,153,344         |            
|                                           | Restricted cash and cash equivalents    |                                                  |             | 4,455,046         |            
|                                           | Accounts receivable                     |                                                  |             | 4,284,726         |            
|                                           | Other receivables                       |                                                  |             | 100,888           |            
|                                           | Interest receivable                     |                                                  |             | 14,527            |            
|                                           | Prepaid insurance                       |                                                  |             | 497,795           |            
|                                           | Inventory                               |                                                  |             | 4,038,122         |            
|                                           |                                         |                                                  |             |                   |            
|                                           |                                         | Total current assets                             |             |                   | 21,544,448 
|                                           |                                         |                                                  |             |                   |            
|DEVELOPMENT WORK IN PROGRESS               |                                         |                                                  |            |                   |            
|                                           |                                         |                                                  |             |                   |            
|PLANT AND EQUIPMENT, at cost:              |                                         |                                                  |             |                   |            
|                                           | Land                                    |                                                  |             | 602,529           |            
|                                           | Electric generation plant               |                                                  |             | 243,415,417       |            
|                                           | Other                                   |                                                  |             | 474,398           |            
|                                           |                                         |                                                  |             |                   |            
|                                           |                                         |                                                  | 244,492,344 |                   |            
|                                           | LessAccumulated depreciation           |                                                  |             | (5,119,009        | )          
|                                           |                                         |                                                  |             |                   |            
|                                           |                                         | Total plant and equipment, net                   |             |                   | 239,373,335
|                                           |                                         |                                                  |             |                   |            
|OTHER ASSETS:                              |                                         |                                                  |             |                   |            
|                                           | Contract costs, net                     |                                                  |             | 10,196,532        |            
|                                           | Pipeline and interconnection costs, net |                                                  |             | 11,892,675        |            
|                                           | Deferred finance charges, net           |                                                  |             | 4,813,458         |            
|                                           |                                         |                                                  |             |                   |            
|                                           |                                         | Total other assets                               |             |                   | 26,902,665 
|                                           |                                         |                                                  |             |                   |            
|                                           |                                         | Total assets                                     |             | $                 | 287,820,448
|                                           |                                         |                                                  |             |                   |            
|LIABILITIES AND PARTNERS' EQUITY (DEFICIT) |                                         |                                                  |             |                   |            
|CURRENT LIABILITIES:                       |                                         |                                                  |             |                   |            
|                                           | Accounts payable                        |                                                  | $           | 3,837,196         |            
|                                           | Payable to affiliate                    |                                                  |             | 149,301           |            
|                                           | Accrued interest payable                |                                                  |             | 4,354,167         |            
|                                           | Contract retainage payable              |                                                  |             | 3,143,185         |            
|                                           |                                         |                                                  |             |                   |            
|                                           |                                         | Total current liabilities                        |             |                   | 11,483,849 
|                                           |                                         |                                                  |             |                   |            
|CONTRACT RETAINAGE PAYABLE                 |                                         |                                                  |            |                   |            
|                                           |                                         |                                                  |             |                   |            
|LONG-TERM DEBT                             |                                         |                                                  | 275,000,000 |                   |            
|                                           |                                         |                                                  |             |                   |            
|                                           |                                         | Total liabilities                                |             |                   | 286,483,849
|                                           |                                         |                                                  |             |                   |            
|COMMITMENTS AND CONTINGENCIES              |                                         |                                                  |             |                   |            
|PARTNERS' EQUITY (DEFICIT):                |                                         |                                                  |             |                   |            
|                                           | Diamond Georgia, LLC                    |                                                  |             | 38,169            |            
|                                           | Tenaska Georgia, Inc.                   |                                                  |             | (24,803           | )          
|                                           | Tenaska Georgia I, L.P.                 |                                                  |             | 1,323,233         |            
|                                           |                                         |                                                  |             |                   |            
|                                           |                                         | Total partners' equity (deficit)                 |             |                   | 1,336,599  
|                                           |                                         |                                                  |             |                   |            
|                                           |                                         | Total liabilities and partners' equity (deficit) |             | $                 | 287,820,448
|                                           |                                         |                                                  |             |                   |            

The accompanying notes are an integral part of these balance sheets.

3

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Tenaska Georgia Partners, L.P.    Statements of Operations    (Unaudited)

|                    |                                    | Three Months Ended
September 30, |         | Nine Months Ended
September 30, |           
|------------------- | ---------------------------------- | -------------------------------- | ------- | ------------------------------- | ----------
|
|REVENUE:            |                                    |                                  |         |                                 |           
|                    | Electric                           |                                  | $       | 11,160,762                      |           
|                    | Other                              |                                  |         |                                |           
|                    |                                    |                                  |         |                                 |           
|                    |                                    | Total revenue                    |         |                                 | 11,160,762
|                    |                                    |                                  |         |                                 |           
|OPERATING EXPENSES: |                                    |                                  |         |                                 |           
|                    | Fuel for electric generation plant |                                  |         |                                |           
|                    | Plant operation and maintenance    |                                  |         | 1,514,350                       |           
|                    | Management fees and expenses       |                                  |         | 860,934                         |           
|                    | Depreciation and amortization      |                                  |         | 1,826,564                       |           
|                    | Other expenses                     |                                  |         | 16,250                          |           
|                    |                                    |                                  |         |                                 |           
|                    |                                    | Total operating expenses         |         |                                 | 4,218,098 
|                    |                                    |                                  |         |                                 |           
|                    |                                    | Operating income                 |         |                                 | 6,942,664 
|                    |                                    |                                  |         |                                 |           
|INTEREST EXPENSE:   |                                    |                                  |         |                                 |           
|                    | Interest expense                   |                                  |         | 6,531,250                       |           
|                    | Interest expense capitalized       |                                  |         |                                |           
|                    | Other interest expense             |                                  |         | 228,230                         |           
|                    |                                    |                                  |         |                                 |           
|                    |                                    | Interest expense, net            |         |                                 | 6,759,480 
|                    |                                    |                                  |         |                                 |           
|INVESTMENT INCOME   |                                    |                                  | 71,195  |                                 |           
|                    |                                    |                                  |         |                                 |           
|NET INCOME (LOSS)   |                                    | $                                | 254,379 |                                 | $         
|                    |                                    |                                  |         |                                 |           

The
accompanying notes are an integral part of these statements.

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Tenaska Georgia Partners, L.P.    Statement of Partners' Equity (Deficit)    (Unaudited)

|                            |                      | Diamond
Georgia, LLC |         | Tenaska
Georgia, Inc. |   | Tenaska
Georgia I, L.P. |         | Total |            
|--------------------------- | -------------------- | -------------------- | ------- | --------------------- | - | ----------------------- | ------- | ----- | -----------
|BALANCE, December 31, 2001  |                      | $                    | (50,755 | )                     | $ | (196,216                | )       | $     | (24,450,214
|                            | Equity contributions |                      |         | 106,500               |   |                         | 248,500 |       |            
|                            | Equity distributions |                      |         | (3,607                | ) |                         | (44,493 | )     |            
|                            | Net loss             |                      |         | (13,969               | ) |                         | (32,594 | )     |            
|                            |                      |                      |         |                       |   |                         |         |       |            
|BALANCE, September 30, 2002 |                      | $                    | 38,169  |                       | $ | (24,803                 | )       | $     | 1,323,233  
|                            |                      |                      |         |                       |   |                         |         |       |            

The
accompanying notes are an integral part of this statement.

5

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Tenaska Georgia Partners, L.P.    Statements of Cash Flows    (Unaudited)

|                                                     |                                                                                                                                                                                                                                                              | Nine Months Ended
September 30,          |                                   
|---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------- | ----------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                                                                                                                                                                                                                              |                                          |                                   
|                                                     | Net loss                                                                                                                                                                                                                                                     |                                          | $                                 
|                                                     | Adjustments to reconcile net loss to net cash from operating activities-                                                                                                                                                                                     |                                          |                                   
|                                                     |                                                                                                                                                                                                                                                              | Depreciation and amortization            |                                   
|                                                     |                                                                                                                                                                                                                                                              | Amortization of deferred finance charges |                                   
|                                                     |                                                                                                                                                                                                                                                              | Increase in accounts receivable          |                                   
|                                                     |                                                                                                                                                                                                                                                              | Decrease (increase) in other receivables |                                   
|                                                     |                                                                                                                                                                                                                                                              | Decrease in interest receivable          |                                   
|                                                     |                                                                                                                                                                                                                                                              | (Increase) decrease in prepaid insurance |                                   
|                                                     |                                                                                                                                                                                                                                                              | Decrease (increase) in inventory         |                                   
|                                                     |                                                                                                                                                                                                                                                              | Decrease in accounts payable             |                                   
|                                                     |                                                                                                                                                                                                                                                              | Increase in payable to affiliate         |                                   
|                                                     |                                                                                                                                                                                                                                                              | Decrease in accrued interest payable     |                                   
|                                                     |                                                                                                                                                                                                                                                              |                                          |                                   
|                                                     |                                                                                                                                                                                                                                                              |                                          | Total adjustments                 
|                                                     |                                                                                                                                                                                                                                                              |                                          |                                   
|                                                     |                                                                                                                                                                                                                                                              |                                          | Net cash from operating activities
|                                                     |                                                                                                                                                                                                                                                              |                                          |                                   
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                                                                                                                                                                                                                              |                                          |                                   
|                                                     | Decrease in short-term investments                                                                                                                                                                                                                           |                                          |                                   
|                                                     | Additions to development work in progress/plant and equipment                                                                                                                                                                                                |                                          |                                   
|                                                     | Contract costs                                                                                                                                                                                                                                               |                                          |                                   
|                                                     | Pipeline and interconnection costs                                                                                                                                                                                                                           |                                          |                                   
|                                                     |                                                                                                                                                                                                                                                              |                                          |                                   
|                                                     |                                                                                                                                                                                                                                                              |                                          | Net cash from investing activities
|                                                     |                                                                                                                                                                                                                                                              |                                          |                                   
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                                                                                                                                                                                                                                              |                                          |                                   
|                                                     | (Increase) decrease in restricted cash and cash equivalents                                                                                                                                                                                                  |                                          |                                   
|                                                     | Deferred finance charges                                                                                                                                                                                                                                     |                                          |                                   
|                                                     | Increase in contract retainage payable                                                                                                                                                                                                                       |                                          |                                   
|                                                     | Equity contributions                                                                                                                                                                                                                                         |                                          |                                   
|                                                     | Equity distributions                                                                                                                                                                                                                                         |                                          |                                   
|                                                     |                                                                                                                                                                                                                                                              |                                          |                                   
|                                                     |                                                                                                                                                                                                                                                              |                                          | Net cash from financing activities
|                                                     |                                                                                                                                                                                                                                                              |                                          |                                   
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                                                                                                                                                                                                                                                              |                                          | 2,965,726                         
|CASH AND CASH EQUIVALENTS, beginning of period       |                                                                                                                                                                                                                                                              |                                          | 5,187,618                         
|                                                     |                                                                                                                                                                                                                                                              |                                          |                                   
|CASH AND CASH EQUIVALENTS, end of period             |                                                                                                                                                                                                                                                              | $                                        | 8,153,344                         
|                                                     |                                                                                                                                                                                                                                                              |                                          |                                   
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    |                                                                                                                                                                                                                                                              |                                          |                                   
|                                                     | Cash paid for interest, net of amounts capitalized                                                                                                                                                                                                           |                                          | $                                 
|SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:     |                                                                                                                                                                                                                                                              |                                          |                                   
|                                                     | Included in decrease in accounts payable and additions to development work in progress/plant and equipment as of September 30, 2002 are accrued costs of $5,245,295 capitalized as development work in progress/plant and
equipment as of December 31, 2001. |                                          |                                   
|                                                     | Excluded from decrease in accounts payable and additions to development work in progress/plant and equipment as of September 30, 2002 are accrued costs of $4,988,230 capitalized as plant and equipment as of September 30,
2002.                           |                                          |                                   

The accompanying notes are an integral part of these statements.

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Tenaska Georgia Partners, L.P.        Notes to Financial Statements        September 30, 2002  (Unaudited)

1. General

The financial statements included herein as of September 30, 2002 and for the three and nine months ended September 30, 2002 and 2001 have been
prepared by Tenaska Georgia Partners, L.P. (the "Limited Partnership") without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the financial
statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the financial results for the interim periods. Certain information and notes normally
included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and
regulations. However, the Limited Partnership believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with
the Limited Partnership's audited financial statements and the notes thereto for the year ended December 31, 2001 included in the Limited Partnership's Annual Report on
Form 10-K for such year.

2. Summary of Significant Accounting Policies

Organization

The Limited Partnership was formed on April 16, 1998 to develop, finance, construct, own or lease, operate and maintain a natural gas-fired
electric generation peaking facility (the "Facility") located in Heard County, Georgia. The Facility generates electric power for sale. As of June 1, 2002, all six turbine-generators have
achieved commercial operation. The Limited Partnership is scheduled to terminate December 31, 2050.

The
following are the partners and their respective ownership interests and their percentage share of net income or loss:

Partner

Percentage Interest (For
Equity Contribution Purposes)

Percentage Interest
(For Allocation of Net
Income or Loss)Diamond Georgia, LLC (General)

.30
%
.30
%Tenaska Georgia, Inc. (General)

.70

.70Tenaska Georgia I, L.P. (Limited)

99.00

99.00100.00
%
100.00
%


The
Limited Partnership has issued senior secured bonds (the "Bonds") in the principal amount of $275,000,000 and the partners have contributed equity of $35,500,000 to fund construction
of the Facility.

The
day-to-day management of the affairs of the Limited Partnership, including preparation and maintenance of the financial and other records and books of account
of the Limited Partnership and supervision of the ongoing operations of the facilities, loan administration and activities of the Limited Partnership, is the responsibility of the managing general
partner ("Tenaska Georgia, Inc."), subject to the direction of the Executive Review Committee. Tenaska Georgia, Inc. does not have the authority to
incur any obligations or liabilities on behalf of the Limited Partnership, except as approved by the Executive Review Committee.

7

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.

Depreciation

Plant and equipment is recorded at cost and depreciated using the straight-line method. The estimated useful lives of the major asset categories are:

Electric generation plant

38 yearsOther plant and equipment

5-20 years


Deferred Finance Charges

During the development phase, the Limited Partnership incurred charges and fees necessary to obtain financing. These costs have been capitalized and deferred. The
costs associated with the first three turbine-generators (the "Initial Units") that were placed in service in 2001 and the remaining three turbine-generators (the "Final Units") that were placed in
service on June 1, 2002 are being amortized to expense over the term of the related debt. As of September 30, 2002 and December 31, 2001,
accumulated amortization was $235,209 and $86,662, respectively. The Initial Units and the Final Units are referred to herein collectively as the "Units."

Capitalization of Interest

The Limited Partnership has capitalized interest on the average accumulated expenditures for development work in progress based upon the Limited Partnership's
borrowing rate. As of June 1, 2002, the Units have achieved commercial operation. Therefore, the Limited Partnership has ceased capitalizing interest on development work in progress.

Contract Costs

The Limited Partnership incurred certain direct costs associated with the Power Purchase Agreement (the "Power Purchase Agreement") with Exelon Generation
Company, LLC ("Exelon"). These costs include professional services, technical construction oversight, permits and other costs directly related to entering into various project documents and
construction contracts necessary to construct the Facility and to ultimately perform under the Power Purchase Agreement. These costs have been capitalized and deferred. Commencing with commercial
operation in 2001, the costs associated with the Initial Units are being amortized to expense over the 348-month term of the Power Purchase Agreement. Commencing with commercial operation
in June 2002, the costs associated with the Final Units are being amortized to expense over the remaining 336-month term of the Power

8

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Purchase Agreement. As of September 30, 2002 and December 31, 2001, accumulated amortization was $299,905 and $99,520, respectively.

Pipeline and Interconnection Costs

The Limited Partnership incurred costs to secure a long-term water supply contract and to construct a natural gas pipeline, natural gas metering
facilities and electrical interconnections. These costs have been capitalized and are being amortized to expense over the 348-month term of the Power Purchase Agreement commencing with
commercial operation in June 2001. As of September 30, 2002 and December 31, 2001, accumulated amortization was $573,141 and $244,977, respectively.

Revenue Recognition

Under the terms set forth in the Power Purchase Agreement with Exelon, Exelon is obligated to purchase the entire net electric power generated from the Facility
and is obligated to provide the natural gas and fuel oil for the Facility for a term of 29 years ending in 2030. The Power Purchase Agreement provides for certain fixed payments, an
availability bonus, along with variable payments. The Limited Partnership recognizes related revenue from the sale of electricity in the months energy is delivered based upon output delivered and
capacity provided at rates specified in the Power Purchase Agreement. Availability bonuses or payments for non-availability are recognized as revenue or expense in the month the Limited
Partnership achieves or fails to achieve the availability targets defined in the Power Purchase Agreement.

3. Transactions with Affiliates

As of September 30, 2002 and December 31, 2001, the Limited Partnership had a payable to Tenaska Georgia, Inc. of $149,301 and $133,895,
respectively. For the three and nine month periods ended September 30, 2002, billings from Tenaska Georgia, Inc. to the Limited Partnership for services provided as managing general
partner and reimbursable expenses were $560,890 and $2,057,202, respectively. For the nine month period ended September 30, 2002, $372,884 was capitalized as contract costs. For the three and
nine month periods ended September 30, 2002, $560,890 and $1,684,318, respectively, were expensed as management fees and expenses. For the three and nine month periods ended
September 30, 2001, billings from Tenaska Georgia, Inc. to the Limited Partnership were $440,369 and $1,777,668, respectively. For the three and nine month periods ended
September 30, 2001, $31,308 and $1,194,784, respectively, were capitalized as contract costs and $409,061 and $582,884, respectively, were expensed as management fees and expenses.

For
the nine month period ended September 30, 2002, the Limited Partnership recognized electric revenues of $1,569,741 for the sale of power to Tenaska Power Services Co. ("TPS"),
an affiliate, for testing not associated with commercial dispatch. For the three and nine month periods ended September 30, 2001, the Limited Partnership recognized electric revenues of
$203,700 and $619,169, respectively, for the sale of power to TPS for testing not associated with commercial dispatch. As of December 31, 2001, $120,185 was due from TPS and is included in the
accompanying balance sheets as accounts receivable.

9

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4. Development Work in Progress

The Limited Partnership entered into an Engineering, Procurement and Construction Contract (the "EPC Contract") with Zachry Construction Corporation ("Zachry") to
design, engineer, procure,
expedite and supply all labor, equipment (including the gas turbine-generators), materials, supervision and tools for the construction of the Facility. Construction of the Facility was completed
(except for certain punch list items) on schedule and within budget.

As
of June 1, 2002, all of the Units have achieved commercial operation. Therefore, as of September 30, 2002, all development work in progress costs have been reclassified
to electric generation plant and pipeline and interconnection costs in the accompanying balance sheets. Total EPC Contract costs, including interest of $19,882,991, have been capitalized as follows:
(a) costs of $243,415,417 associated with the Units are included in the accompanying balance sheets as electric generation plant and (b) costs of $8,139,231 associated with electrical
interconnections are included in the accompanying balance sheets as pipeline and interconnection costs.

Two
of the Initial Units were completed on schedule under the EPC Contract. Under the terms of the Power Purchase Agreement with Exelon, Unit 1 commenced commercial operation effective
June 1, 2001, while Unit 3 commenced commercial operation effective June 2, 2001, which was one day late.

One
of the Initial Units (Unit 2) did not achieve commercial operation as scheduled in June 2001 due to damage sustained during testing. Repairs were made and Unit 2
achieved commercial operation under the terms of the EPC Contract as of August 29, 2001. Under the terms of the Power Purchase Agreement with Exelon, Unit 2 commenced commercial operation
effective August 30, 2001.

Because
Unit 2 did not achieve commercial operation on schedule under the terms of the EPC Contract, the Limited Partnership has asserted its rights to receive delay liquidated damages
from Zachry. As of September 30, 2002 and December 31, 2001, the Limited Partnership had accrued liquidated damages of $1,600,000 due from Zachry in accordance with the terms of the EPC
Contract, as a reduction of capitalized contract costs, with the final amount due not yet determined. Furthermore, this amount has been offset against amounts payable to Zachry under the EPC Contract
as of September 30, 2002 and December 31, 2001, and is included in the accompanying balance sheets as accounts payable.

The
Limited Partnership's delay-in-start-up insurance claim of $3,836,644 was approved and settled in October 2001. All
delay-in-start-up insurance proceeds were received as of June 30, 2002. For each of the three and nine month periods ended September 30, 2001, the
Limited Partnership recognized other revenue of $836,629 associated with the settlement of the Limited Partnership's delay-in-start-up insurance claim for the
portion of the claim relating to lost operating margins.

During
2001, the Limited Partnership paid Exelon liquidated damages of $5,150,020, which was recorded as an increase to capitalized contract costs, as a result of Units 2 and 3 not
achieving their scheduled commercial operation dates under the Power Purchase Agreement. Of the liquidated damages paid to Exelon, $3,000,015 was covered by the Limited Partnership's
delay-in-start-up insurance claim and was recorded as a reduction to capitalized contract costs.

10

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As
of September 30, 2002 and December 31, 2001, the Limited Partnership had contract retainage payable to Zachry and accounts payable that consisted primarily of accrued
construction costs payable to Zachry, net of accrued liquidated damages of $1,600,000 due from Zachry for the Unit 2 delay.

All
three of the Final Units were completed on schedule under the EPC Contract and achieved commercial operation effective June 1, 2002 under the terms of the Power Purchase
Agreement with Exelon. The Facility's declared capacity for determining payments due from Exelon under the Power Purchase Agreement is 944 megawatts for the contract year beginning June 1,
2002.

5. Credit Facilities / Long-term Debt

The Toronto Dominion Bank ("TD") is obligated to issue a letter of credit up to a maximum of $16,000,000 for the Limited Partnership's debt service reserve
obligation. On June 1, 2002, pursuant to the Debt Service Reserve Letter of Credit and Reimbursement Agreement, TD issued a letter of credit in the amount of $13,300,000 to satisfy the Limited
Partnership's debt service reserve obligation.

Prior
to 2002, The First National Bank of Omaha had issued letters of credit in the amounts of $1,322,500 and $248,500 on behalf of Tenaska Georgia I, L.P. and Tenaska
Georgia, Inc., respectively, and Mitsubishi Corporation had issued a Guaranty, on behalf of Tenaska Georgia I, L.P. and Diamond Georgia, LLC, in the amount of $33,929,000, to support each
partner's equity funding commitment. As of June 30, 2002, the Limited Partnership had received equity contributions of $35,500,000, which is the partners' total equity commitment for
construction of the Facility. Therefore, the Trustee has released the letters of credit and the Guaranty.

The
Bonds have various restrictive covenants related to, among other things, maintenance of a specified debt coverage ratio, maintenance of specified levels of reserve account balances
(which may be satisfied by using letters of credit), limitations on additional debt and lease obligations, mergers, sale or purchase of assets and restrictions on certain payments. The Limited
Partnership was in compliance with all covenants that were in effect as of September 30, 2002 and December 31, 2001. The Bonds are secured by a security interest in substantially all of
the assets of the Limited Partnership.

11

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the accompanying unaudited financial statements and the notes thereto
included in Item 1 of this quarterly report, and the audited financial statements and the notes thereto and management's discussion and analysis of financial condition and results of operations
included in our Annual Report on Form 10-K (File No. 333-96239) for the year ended December 31, 2001 filed with the Securities and Exchange Commission (the
"Annual Report"). Unless otherwise indicated or the context otherwise requires, all references in this quarterly report to "we," "us," "our," "ours," "the Limited Partnership," "the Partnership" or
similar terms refer to Tenaska Georgia Partners, L. P.

General

We were formed on April 16, 1998 to develop, finance, construct, own or lease, operate and maintain the Facility. As of June 1, 2002, all of the
Units have achieved commercial operation and have begun generating operating revenues.

On
November 10, 1999, we completed a private offering of $275,000,000 aggregate principal amount of 9.50 percent fixed rate Senior Secured Bonds due 2030. On
August 31, 2000, we completed an exchange offer whereby the holders of the original bonds exchanged their bonds for new bonds registered under the Securities Act of 1933. In this report,
references to "Bonds" means both the original bonds and the new bonds, unless the context otherwise requires. Our partners committed to fund up to $35,500,000 in equity contributions to fund
construction of the Facility. As of June 30, 2002, we had received equity contributions of $35,500,000, which is the partners' total equity commitment. The total net cost of the construction of
the Facility is estimated to range from approximately $301,800,000 to $303,000,000, depending upon the amount of liquidated damages actually recovered for the Unit 2 delay, which occurred in 2001.

Facility Construction

Construction of the Facility is complete, except for certain punch list items, and is within budget. The Initial Units were scheduled to be operational by
June 1, 2001, with the remaining three Final Units scheduled to be operational by June 1, 2002. All three of the Final Units were completed on schedule under the EPC Contract and
achieved commercial operation effective June 1, 2002 under the terms of the Power Purchase Agreement with Exelon. The Facility's declared capacity for determining payments due from Exelon under
the Power Purchase Agreement is 944 megawatts for the contract year beginning June 1, 2002.

As
of September 30, 2002, total EPC Contract costs, including interest of $19,882,991, have been capitalized as follows: (a) costs of $243,415,417 associated with the Units
are included in the accompanying balance sheets as electric generation plant and (b) costs of $8,139,231 associated with electrical interconnections are included in the accompanying balance
sheets as pipeline and interconnection costs.

Two
of the Initial Units were completed on schedule under the EPC Contract. Under the terms of the Power Purchase Agreement with Exelon, Unit 1 commenced commercial operation effective
June 1, 2001, while Unit 3 commenced commercial operation effective June 2, 2001, which was one day late.

Unit
2 did not achieve commercial operation as scheduled in June 2001 due to damage sustained during testing. Repairs were made and Unit 2 achieved commercial operation under the
terms of the EPC Contract as of August 29, 2001. Under the terms of the Power Purchase Agreement with Exelon, Unit 2 commenced commercial operation effective August 30, 2001.

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Because
Unit 2 did not achieve commercial operation on schedule under the terms of the EPC Contract, we have asserted our rights to receive delay liquidated damages from Zachry. As of
September 30, 2002 and December 31, 2001, we had accrued liquidated damages of $1,600,000 due from Zachry in accordance with the terms of the EPC Contract, as a reduction of capitalized
contract costs, with the final amount due not yet determined. Furthermore, this amount has been offset against amounts payable to Zachry under the EPC Contract as of September 30, 2002 and
December 31, 2001, and is included in the accompanying balance sheets as accounts payable.

The
financial impact of Unit 2's damage to the project, net of insurance proceeds, is anticipated to range from approximately $100,000 to $1,300,000, depending upon the amount of
liquidated damages that we actually receive from Zachry. Proceeds from our insurance policies are expected to pay for the costs to repair Unit 2 and have covered the shortfall in operating revenues
and liquidated damages
owed to Exelon after deduction for the policy deductible amounts. The financial impact to us, net of insurance proceeds, will be covered with construction contingency funds.

Our
delay-in-start-up insurance claim of $3,836,644 was approved and settled in October 2001. All
delay-in-start-up insurance proceeds were received as of June 30, 2002.

Exelon
continues to fulfill its contractual obligations under the Power Purchase Agreement and is purchasing the output from all of the Units. During 2001, we paid Exelon liquidated
damages of $5,150,020, which was recorded as an increase to capitalized contract costs, as a result of Units 2 and 3 not achieving their scheduled commercial operation dates under the Power Purchase
Agreement. Of the liquidated damages paid to Exelon, $3,000,015 was covered by our delay-in-start-up insurance claim and was recorded as a reduction to capitalized
contract costs.

As
of September 30, 2002 and December 31, 2001, we had contract retainage payable to Zachry and accounts payable that consisted primarily of accrued construction costs
payable to Zachry, net of accrued liquidated damages of $1,600,000 due from Zachry for the Unit 2 delay.

Results of Operations

As noted above, the Final Units achieved commercial operation effective June 1, 2002. Prior to June 1, 2002, the Facility was still under
construction with only the Initial Units achieving commercial operation during 2001. Accordingly, the results of operations and cash flows for the three and nine month periods ended
September 30, 2002 and 2001 are not comparable. Furthermore, the results of operations for the three and nine month periods ended September 30, 2002 and 2001 may not be indicative of the
results of operations in future periods, since the Facility has only recently commenced full operations.

Revenues

We recognize related revenue from the sale of electricity in the months energy is delivered based upon output delivered and capacity provided at rates specified
in the Power Purchase Agreement. Availability bonuses or payments for non-availability are recognized as revenue or expense in the month we achieve or fail to achieve the availability
targets defined in the Power Purchase Agreement.

Commercial
operations commenced on June 1, 2002 for each of the Final Units, and on June 1, 2001, June 2, 2001 and August 30, 2001 for Units 1, 3 and 2,
respectively, under the Power Purchase Agreement. Revenues for the three and nine month periods ended September 30, 2002 were $11,160,762 and $24,250,686, respectively. For the three and nine
month periods ended September 30, 2002, we recognized electric revenues of $11,160,762 and $22,680,945, respectively, under the Power
Purchase Agreement. For the three and nine month periods ended September 30, 2002, we recognized unit start revenues of $826,000 and $1,317,854, respectively. The remaining revenues consist of
capacity, energy and availability bonus revenues. For the nine month period ended September 30, 2002, we

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recognized electric revenues of $1,569,741 for the sale of power to TPS, an affiliate, for testing not associated with commercial dispatch.

Revenues
for the three and nine month periods ended September 30, 2001 were $5,327,569 and $6,877,030, respectively. For the three and nine month periods ended
September 30, 2001, we recognized electric revenues of $4,287,240 and $5,421,232, respectively, under the Power Purchase Agreement. For the three and nine month periods ended
September 30, 2001, we recognized unit start revenues of $280,500 and $346,500, respectively. The remaining revenues consist of capacity, energy and availability bonus revenues. For the three
and nine month periods ended September 30, 2001, we recognized electric revenues of $203,700 and $619,169, respectively, for the sale of power to TPS for testing not associated with commercial
dispatch. For each of the three and nine month periods ended September 30, 2001, we recognized other revenue of $836,629 associated with the settlement of our
delay-in-start-up insurance claim for the portion of the claim relating to lost operating margins.

The
Initial Units completed their first operating year as of May 31, 2002. The Annual Availability Percentage for the first Power Purchase Agreement contract year ending
May 31, 2002 was 99 percent, which exceeded the 97 percent availability level required to avoid reductions in reservation payments under the Power Purchase
Agreement.The capacity factor, under the terms of the Power Purchase Agreement, for the first contract year was 2.64 percent, based upon
declared available output.

As
of September 30, 2002, the Annual Availability Percentage and the Summer Availability Percentage, for the months of June through September, was 99.7 percent for the
Power Purchase Agreement contract year beginning June 1, 2002. The capacity factor, under the terms of the Power Purchase Agreement, for the contract year beginning June 1, 2002 was
4.41 percent through September 30, 2002, based upon declared available output.

Operating Expenses

Operating expenses for the three and nine month periods ended September 30, 2002 were $4,218,098 and $12,983,824, respectively. Fuel costs incurred for
testing not associated with commercial dispatch for the nine month period ended September 30, 2002 were $3,435,413. Other operating expenses for the three and nine month periods ended
September 30, 2002 were $4,218,098 and $9,548,411, respectively, of which depreciation and amortization expenses were $1,826,564 and $4,007,858, respectively.

Operating
expenses for the three and nine month periods ended September 30, 2001 were $2,246,455 and $3,826,839, respectively. Fuel costs incurred for testing not associated with
commercial dispatch for
the three and nine month periods ended September 30, 2001 were $391,820 and $1,511,037, respectively. Other operating expenses for the three and nine month periods ended September 30,
2001 were $1,854,635 and $2,315,802, respectively, of which depreciation and amortization expenses were $819,914 and $1,024,436, respectively.

Interest

The portion of the proceeds from the sale of the Bonds and equity contributions not expended on construction was invested in cash and cash equivalents and
short-term investments. The interest earned on these invested funds was included as investment income. The interest expense incurred on the portion of the Bond proceeds expended to
construct the Facility has been capitalized as electric generation plant. Interest expense incurred on the Bond proceeds not spent on construction was included as interest expense. For the three and
nine month periods ended September 30, 2002, interest, net of amounts capitalized, of $6,759,480 and $16,051,375, respectively, was expensed. For the nine month period ended
September 30, 2002, interest costs of $4,090,377 were capitalized. For the three and nine month periods ended September 30, 2001, interest, net of amounts capitalized, of $4,948,020 and
$11,857,237, respectively, was expensed. For the three and nine month periods ended

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September 30, 2001, interest costs of $1,764,519 and $7,948,032, respectively, were capitalized. For the three and nine month periods ended September 30, 2002, interest in the amount of
$71,195 and $128,297, respectively, was recorded as investment income. For the three and nine month periods ended September 30, 2001, interest in the amount of $494,534 and $3,029,467,
respectively, was recorded as investment income. The decrease in investment income primarily relates to the utilization of the Bond proceeds and equity contributions for construction of the Facility,
along with a decrease in short-term interest rates.

Liquidity and Capital Resources

The net proceeds from the sale of the Bonds, investment income on the unspent portion thereof during the construction period, actual revenues from the operation
of the Initial Units and proceeds from the equity contributions has been sufficient to (1) fund the engineering, procurement, construction, testing and commissioning of the Facility,
(2) pay certain fees and expenses in connection with the financing and development of our project, and (3) pay the costs of developing, financing and initially operating our project,
including interest on the Bonds. Now that the Facility is in commercial operation, we expect that our revenues under the Power Purchase Agreement with Exelon will be adequate to support our costs of
operations.

In
order to provide liquidity in the event of temporary cash flow shortfalls, we are required to maintain an account that will contain an amount equal to the principal and interest due
on the Bonds on the next scheduled payment date. Our obligation to fund this account began on June 1, 2002. On June 1, 2002, pursuant to the Debt Service Reserve Letter of Credit and
Reimbursement Agreement, TD issued a letter of credit in the amount of $13,300,000 to satisfy our debt service reserve obligation.

Business Strategy and Outlook

Our overall business strategy is to perform as agreed under the Power Purchase Agreement and to maximize our revenues under the Power Purchase Agreement by
earning incentive payments available through achieving certain availability and efficiency levels. We intend to cause the Facility to be managed, operated and maintained in compliance with all
applicable documents relating to our project and all applicable legal requirements.

Critical Accounting Policies

We believe that our critical accounting policies relate to revenue recognition under our Power Purchase Agreement with Exelon, depreciation on our plant and
equipment and amortization on our contract costs and pipeline and interconnection costs. Please refer to the accompanying unaudited financial statements and the notes thereto included in Item 1 of
this quarterly report and the audited financial statements and the notes thereto included in the Annual Report regarding our critical and other accounting policies.

Impact of Recent Accounting Pronouncements

There are currently no recent accounting pronouncements issued by the Financial Accounting Standards Board that are expected to have a material impact on our
financial position or results of operations.

Forward Looking Statements

Various statements contained in this quarterly report are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of
1995. These forward-looking statements, which speak only as of the date hereof, can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "intends," "will,"
"should," or "anticipates," or by the negative

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forms or other variations of these terms or comparable terminology, or by the discussions of strategy. Although these statements are based on assumptions that we believe are reasonable, no assurance
can be given that the future results covered by these statements will be achieved. These statements are subject to risks, uncertainties and other factors, which could cause actual results to differ
materially from future results expressed or implied by these statements. The most significant of these risks,
uncertainties and other factors are discussed under the heading "Risk Factors" in the Annual Report, and you are urged to read this section and carefully consider these factors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Bonds were issued at a 9.50 percent fixed rate of interest, and as a result, we are not exposed to market risk associated with an increase in interest
rates.

Upon
achieving commercial operation of the Units, we are not exposed to commodity price risk as Exelon is obligated to provide the natural gas and fuel oil for the Facility for the term
of the Power Purchase Agreement.

ITEM 4. CONTROLS AND PROCEDURES

Based on their evaluation, as of a date within 90 days of the filing of this report, the Limited Partnership's principal executive officer and principal
financial officer have concluded that the Limited Partnership's disclosure controls and procedures (as defined in Rule 15d-14 under the Securities Exchange Act of 1934) were
effective. There have been no significant changes in the Limited Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of the
Limited Partnership's evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K





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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|November 12, 2002 |  | TENASKA GEORGIA PARTNERS, L.P.a Delaware limited partnership
|----------------- |  | ------------------------------------------------------------
|                  |  | By:                                                         
|                  |  | By:                                                         

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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I,
Howard L. Hawks, certify that:





November
12, 2002

| |  | By: | /s/HOWARD L. HAWKSHoward L. Hawks
Chief Executive Officer
of Tenaska Georgia, Inc., the Managing
General Partner of the Limited Partnership
| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------

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CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I,
Ronald N. Quinn, certify that:





November
12, 2002

| |  | By: | /s/RONALD N. QUINNRonald N. Quinn
Chief Financial Officer
of Tenaska Georgia, Inc., the Managing
General Partner of the Limited Partnership
| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------

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