UNITED STATES SECURITIES AND EXCHANGE
                           COMMISSION
                     WASHINGTON, D.C. 20549
                            FORM 10-Q/A




[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended March 31, 2005

                             OR

[ ]    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 333-42578
                 IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
     (Exact name of registrant as specified in its charter)


           Delaware                          06-1285387
(State or other jurisdiction of     (I.R.S. Employer Identification
incorporation or organization)                Number)


        One Corporate Drive
            Suite 600
       Shelton, Connecticut                  06484-6211
(Address of principal executive              (Zip code)
           offices)


                       (203) 925-7200
    (Registrant's telephone number, including area code)




    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 [ ]

   Indicate by check mark whether the registrant is an accelerated
Filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]     No [X]


<PAGE>

EXPLANATORY PARAGRAPH

Iroquois or "the Partnership" is filing this amendment on Form 10-Q/A to its
Quarterly Report on Form 10-Q to restate the Partnership's consolidated
financial statements for the three months ended March 31, 2005 and 2004.
Management reexamined the accounting for and presentation of its provision for
income taxes on the Consolidated Statements of Income and the corresponding
accounting for and presentation related to income taxes on the Consolidated
Balance Sheets and related financial statements. After additional research and
evaluation by management, the Partnership concluded that, as a partnership, it
should present the Consolidated Statements of Income without the provision for
income taxes and should present the Consolidated Balance Sheets without the
amounts equivalent to deferred income taxes or regulatory assets-income tax
related. In addition, the presentation of these items on the Consolidated
Statements of Cash Flows, the Consolidated Statements of Changes in Partners'
Equity and the related disclosures in the Notes to the Consolidated Financial
Statements are also incorrect.

Restatement of previously issused financial statements to reflect the correction
of a misstatement is a strong indicator of the existence of a "material
weakness" in the design or operation of internal control over financial
reporting. The restatement of the Partnership's consolidated financial
statements as a result of the error described above has led management to
conclude that a material weakness existed in the Partnership's internal control
over financial reporting as of March 31, 2005. In accordance with the rules of
the SEC, the affected items of the Form 10-Q/A, Items 1, 2 and 4 of Part I, are
being amended.

No attempt has been made in this Form 10-Q/A to update other disclosures
presented in the original report on Form 10-Q, except as required to reflect the
effects of the restatement. This Form 10-Q/A does not reflect events occurring
after the filing of the original Form 10-Q or modify or update those
disclosures, including the exhibits to the Form 10-Q affected by subsequent
events; however, this Form 10-Q/A includes as exhibits 31.1, 31.2 and 32 new
certifications by the Partnership's principal executive officer and principal
financial officer as required by Rule 12b-15 promulgated under the Securities
Exchange Act of 1934, as amended. Accordingly, this Form 10-Q/A should be read
in conjunction with the Partnership's filings made with the SEC subsequent to
the filing of the original Form 10-Q, including any amendments to those filings.
The following items have been amended as a result of the restatement:

     Part I - Item 1 - Financial

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

     Part I - Item 4 - Controls and Procedures

<PAGE>

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY

                        TABLE OF CONTENTS




                                                                  Page No.
PART I.   FINANCIAL INFORMATION

   ITEM 1.  Financial Statements

       Consolidated Statements of Income -
          Three Months Ended March 31, 2005 and 2004 (RESTATED)       3
       Consolidated Balance Sheets - March 31, 2005 (RESTATED)
          and December 31, 2004                                       4
       Consolidated Statements of Cash Flows -
          Three Months Ended March 31, 2005 and 2004 (RESTATED)       5
       Consolidated Statement of Changes in Partners'
          Equity - Three Months Ended March 31, 2005 (RESTATED)       6
       Notes to Consolidated Financial Statements                     7

   ITEM 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations            8

   ITEM 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                              9

   ITEM 4.  Controls and Procedures                                  10


PART II.  OTHER INFORMATION

   ITEM 1.  Legal Proceedings                                        11

   ITEM 5.  Other Information                                        11

   ITEM 6.  Exhibits                                                 11

   Signatures                                                        12



<PAGE>

<TABLE>
                  PART I. FINANCIAL INFORMATION

                  ITEM 1. FINANCIAL STATEMENTS

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF INCOME
                        (In Thousands)
                          (Unaudited)

<CAPTION>
                                  Three Months Ended
                                       March 31,
                                    2005      2004
                                  RESTATED  RESTATED


                               <c>       <c>
OPERATING REVENUES                $40,276   $39,320

OPERATING EXPENSES
 Operation and maintenance          5,565     5,887
 Depreciation and amortization      8,039     7,383
 Taxes other than income taxes      4,485     3,291

   Operating expenses              18,089    16,561

OPERATING INCOME                   22,187    22,759

OTHER INCOME/(EXPENSES)
Interest Income                       198        67
Allowance for equity funds
  used during construction             --     1,123
 Other, net                          (130)       (4)
    Other income                       68     1,186

INTEREST EXPENSE
Interest Expense                    8,383     8,344
 Allowance for borrowed funds
  used during construction             --    (1,070)
 Interest Expense, Net              8,383     7,274

NET INCOME                        $13,872   $16,671

<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</FN>
</TABLE>



<TABLE>

            PART I. FINANCIAL INFORMATION (Continued)
             ITEM 1. FINANCIAL STATEMENTS (Continued)

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
                   CONSOLIDATED BALANCE SHEETS
                         (In Thousands)
                           (Unaudited)
<CAPTION>
                                               March 31,   December 31,
ASSETS                                           2005          2004
                                               RESTATED      RESTATED

                                          <c>           <c>
CURRENT ASSETS
 Cash and cash equivalents                    $  35,727    $  36,393
 Accounts receivable - trade, net                 6,595        6,752
 Accounts receivable - affiliates                 6,431        6,584
 Prepaid property taxes                           6,520        5,602
 Insurance receivable                             4,500           --
 Other current assets                             4,451        4,914
   Total Current Assets                          64,224       60,245

NATURAL GAS TRANSMISSION PLANT
 Natural gas plant in service                 1,105,628    1,094,821
 Construction work in progress                    6,546        6,472
                                              1,112,174    1,101,293
 Accumulated depreciation and amortization     (357,939)    (350,091)
   Natural Gas Transmission Plant, Net          754,235      751,202

OTHER ASSETS AND DEFERRED CHARGES
 Regulatory assets                                1,238        1,285
 Other assets and deferred charges               11,066       11,686

   Total Other Assets and Deferred Charges       12,304       12,971

   TOTAL ASSETS                               $ 830,763    $ 824,418

LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                             $     535    $   9,454
 Accrued interest                                11,617        4,674
 Current portion of long-term debt               32,222       32,222
 Customer deposits                                4,410        3,899
 Other current liabilities                          671        2,250
   Total Current Liabilities                     49,455       52,499

LONG-TERM DEBT                                  420,000      425,556

OTHER NON-CURRENT LIABILITIES
 Derivative liability - interest rate hedge       1,248        1,771
 Other                                            2,559        1,486
   Total Other Non-Current Liabilities            3,807        3,257

COMMITMENTS AND CONTINGENCIES                       -            -
Total Liabilities                               473,262      481,312
Partners' Equity                                357,501      343,106

   TOTAL LIABILITIES AND PARTNERS' EQUITY     $ 830,763    $ 824,418
<FN>

The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>

<PAGE>

<TABLE>
            PART I. FINANCIAL INFORMATION (Continued)

            ITEM 1. FINANCIAL STATEMENTS (Continued)

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In Thousands)
                          (Unaudited)
<CAPTION>
                                                          Three Months Ended
                                                               March 31,
                                                           2005       2004
                                                         RESTATED   RESTATED

                                                     <c>        <c>
OPERATING ACTIVITIES:
 Net Income                                             $ 13,872   $ 16,671
 Adjusted for the following:
   Depreciation and amortization                           8,039      7,383
   Allowance for equity funds used during construction        --     (1,123)
   Other assets and deferred charges                         596        684
   Other non-current liabilities                           1,073        (11)

   CHANGES IN WORKING CAPITAL:
      Accounts receivable                                    310       (299)
      Prepaid property taxes                                (918)    (1,792)
      Insurance receivable                                (4,500)        --
      Other current assets                                   463        743
      Accounts payable                                      (434)      (394)
      Accrued interest                                     6,943      6,903
      Customer deposits                                      511        (97)
      Other current liabilities                           (1,579)       329

NET CASH PROVIDED BY OPERATING ACTIVITIES                 24,376     28,997

INVESTING ACTIVITIES:
  Capital expenditures                                   (19,486)   (23,933)
     NET CASH USED IN INVESTING ACTIVITIES               (19,486)   (23,933)

FINANCING ACTIVITIES:
  Repayments of long-term debt                            (5,556)    (5,556)
     NET CASH USED FOR FINANCING ACTIVITIES               (5,556)    (5,556)

NET DECREASE IN CASH AND TEMPORARY
    CASH INVESTMENTS                                        (666)      (492)

CASH AND TEMPORARY CASH INVESTMENTS AT
    BEGINNING OF YEAR                                     36,393     36,344

CASH AND TEMPORARY CASH INVESTMENTS AT
    END OF YEAR                                         $ 35,727   $ 35,852

Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest                                $  1,033   $  1,034
  Accounts payable accruals for capital expenditures    $     20   $  8,930
<FN>

The accompanying notes are an integral part of these consolidated financial
statements.
</FN>


</TABLE>


<PAGE>


<TABLE>
            PART I. FINANCIAL INFORMATION (Continued)

            ITEM 1. FINANCIAL STATEMENTS (Continued)

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
         CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY
            For the Three Months Ended March 31, 2005
                         (In Thousands)
                           (Unaudited)
                           (RESTATED)

<CAPTION>
                                                      Accumu-
                                                      lated
                                                      Other
                               Equity      Equity     Compre-
                               Distribu-   Contribu-  hensive  Total
                     Net       tions to    tions to   Income/  Partners'
                     Income    Partners    Partners   (loss)   Equity
<S>                  <C>       <C>         <C>        <C>      <C>
Balance at
 December 31, 2004   $571,057  $(505,544)  $279,381   $(1,788)  $343,106

Net Income             13,872                                     13,872

Other compre-
 hensive income                                           523        523

Balance at
 March 31, 2005      $584,929  $(505,544)  $279,381   $(1,265)  $357,501

<FN>
The accompanying notes are an integral part of this consolidated
financial statement.
</FN>
</TABLE>

<PAGE>


           PART I. FINANCIAL INFORMATION - (Continued)

           ITEM 1. FINANCIAL STATEMENTS - (Continued)

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Unaudited)

1. The consolidated financial statements included herein have been prepared
by Iroquois Gas Transmission System, L.P., referred to herein as Iroquois or
the Partnership, without audit pursuant to the rules and regulations of the
Securities and Exchange Commission.  Accordingly, they reflect all
adjustments which 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 generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. These financial statements
should be read in conjunction with the financial statements and the notes
thereto included in Iroquois' Annual Report on Form 10-K/A for the year ended
December 31, 2004, referred to herein as Iroquois' Form 10-K/A.

The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make assumptions and estimates 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.

2. Provision for Income Taxes Restatement:

Historically, Iroquois has included a provision for income taxes in its
presentation of the consolidated statements of income and the corresponding
amounts equivalent to deferred income taxes and regulatory assets-income tax in
the consolidated balance sheets. As a partnership, Iroquois should present the
Consolidated Statements of Income without the provision for taxes and should
present the Consolidated Balance Sheets without the amounts equivalent to
deferred income taxes and regulatory assets-income tax related. In addition, the
historical presentation of these items on the Consolidated Statements of Cash
Flows, the Consolidated Statement of Changes in Partners' Equity and the Notes
to the Consolidated Financial Statements has been incorrect.

The following table sets forth the restatement to the Consolidated Statements of
Income for the three months ended March 31, 2005 and 2004, the Consolidated
Balance Sheets and the Consolidated Statement of Changes in Partners' Equity for
the three months ended March 31, 2005 and at December 31, 2004 and the
Consolidated Statements of Cash Flows for the three months ended March 31, 2005
and 2004. Additionally, appropriate comparative amounts as of or for the three
months ended March 31, 2005 have been reflected as "Restated" elsewhere in these
Notes to the Consolidated Financial Statements.

<TABLE>
<CAPTION>
(in thousands)
                                              As
                                          Originally
                                           Reported
                                           In 2005                    As
                                            Filing     Adjustment   Restated

<S>                                                 <C>      <C>      <C>
Consolidated Statements of Income

For the three months ended March 31, 2005
Income Before Taxes                                 13,872   (13,872)   -   <F1>
Provision for Taxes                                  5,661    (5,661)   -   <F1>
Net Income                                           8,211     5,661   13,872

For the three months ended March 31, 2004
Income before Before Taxes                          16,671   (16,671)   -   <F1>
Provision for Taxes                                  6,835    (6,835)   -   <F1>
Net Income                                           9,836     6,835   16,671

Consolidated Balance Sheets
At March 31, 2005
Regulatory Assets - Income Tax Related              19,239    (19,239)   -   <F1>
Total Other Assets and Deferred Charges             11,066    (11,066)       <F1>
Total Assets                                        31,543    (19,239) 12,304
Amounts Equivalent to Deferred Income Taxes:
 Generated by Partnership                          161,935   (161,935)   -   <F1>
 Payable by Partners                              (142,696)   142,696    -   <F1>
 Related to Other Comprehensive Income                (511)       511    -   <F1>
  Total Amounts Equivalent to Deferred Income Taxes 18,728    (18,728)   -   <F1>
Total Liabilities                                  491,990    (18,728) 473,262
Partners' Equity                                   358,012       (511) 357,501
Total Liabilities and Partners' Equity             850,002    (19,239) 830,763

Consolidated Balance Sheets
At December 31, 2004
Regulatory Assets - Income Tax Related              19,449    (19,449)   -   <F1>
Total Other Assets and Deferred Charges             32,420    (19,449)  12,971
Total Assets                                       843,867    (19,449) 824,418
Amounts Equivalent to Deferred Income Taxes:
 Generated by Partnership                          158,669   (158,669)   -    <F1>
 Payable by Partners                              (139,220)   139,220    -    <F1>
 Related to Other Comprehensive Income                (715)       715    -    <F1>
  Total Amounts Equivalent to Deferred Income Taxes 18,724    (18,724)   -    <F1>
Total Liabilities                                  500,046    (18,724) 481,312
Partners' Equity                                   343,821       (715) 343,106
Total Liabilities and Partners' Equity             843,867    (19,449) 824,418

Consolidated Statements of Cash Flows

For the three months ended March 31, 2005
Net Income                                           8,211      5,661   13,872
Deferred regulatory asset-income tax related           210       (210)   -   <F1>
Amounts equivalent to deferred income taxes           (210)       210    -   <F1>
Income and other taxes payable by partners           5,661     (5,661)   -   <F1>

For the three months ended March 31, 2004
Net Income                                           9,836      6,835   16,671
Deferred regulatory asset-income tax related          (675)       675    -   <F1>
Amounts equivalent to deferred income taxes            675       (675)   -   <F1>
Income and other taxes payable by partners           6,835     (6,835)   -   <F1>

Consolidated Statement of Changes in Partners' Equity
Partners' Equity Balance at December 31, 2003      343,821       (715) 343,106
Net Income                                           8,211      5,661   13,872
Taxes Payable by Partners                            5,661     (5,661)   -   <F1>
Accumulated Other Comprehensive Income                 319        204      523
Partners' Equity Balance at March 31, 2005         358,012       (511) 357,501

<FN>
<F1> Line item has been eliminated in the restated financial statements.
</FN>
</TABLE>
3. Comprehensive income consisted of the following:
<TABLE>
<CAPTION>
(in thousands)                                    Three months ended
                                                      March 31,
                                                   2005       2004
                                                 RESTATED   RESTATED
<S>                                               <C>        <C>
Net income                                       $13,872    $16,671

Other comprehensive income(loss)

   Unrealized gain/(loss)on
   interest rate hedge                               253       (520)

   Reclassification to net income                    270        441

   Unrealized gain (loss) on interest rate
   hedge, net of reclassification adjustment         523        (79)

Comprehensive income                             $14,395    $16,592


</TABLE>

4. Retirement Benefit Plans:

The components of net pension benefit costs included in the Partnership's
consolidated statements of income were as follows:

<TABLE>
<CAPTION>
(in thousands)
                                       Three months ended
                                            March 31,
                                          2005      2004
<S>                                      <C>       <C>
Service Cost                             $ 227     $ 210
Interest Cost                               85        77
Expected return on plan assets            (110)      (88)
Amortization of prior service cost           3         3
Recognition of net actuarial loss           13        15

Net periodic pension cost                $ 218     $ 217

Note 10 of the Notes to Consolidated Financial Statements in Iroquois'
December 31, 2004 Form 10-K/A discusses the Partnership's expected contribution
to its pension plans.  For the three months ended March 31, 2005, $0.3
million of contributions have been made to its pension plans.  The
Partnership plans to make further contributions of $0.5 million in 2005.

</TABLE>

5. Prior Year Cash Flow Restatement:

The restatement shown below is the result of accruals for capital
expenditures being treated as a cash inflow from operations with a
corresponding cash use for investing activities.  Rather, as required by
Statement of Financial Accounting Standards No. 95, "Statement of Cash
Flows", such amounts are to be shown as supplemental non-cash activities
until payment is made shortly after purchase, at which time the cash outflows
are shown as investing activities.  This adjustment is isolated to the
presentation of the Consolidated Statement of Cash Flows for the three months
ended March 31, 2004 and has no impact on reported income or balance sheet
information.

The following table sets forth the restatement to the Consolidated Statement
of Cash Flows for the three months ended March 31, 2004:

<TABLE>
<CAPTION>
(in thousands)
                                               As
                                           Originally                 As
                                            Reported   Adjustment   Restated
<S>                                        <C>          <C>          <C>
Changes in working capital -
  accounts payable                         $(12,062)    $ 11,668    $   (394)

Net cash provided by operating
  activities                               $ 17,329     $ 11,668    $ 28,997

Cash flows from investing activities -
  capital expenditures                     $(12,265)    $(11,668)   $(23,933)

Net cash used in investing activities      $(12,265)    $(11,668)   $(23,933)

</TABLE>

6. Commitments and Contingencies:

Eastchester Construction Incidents

On November 16, 2002, certain undersea electric transmission cables owned by
Long Island Lighting Partnership d/b/a The Long Island Power Authority, or
LIPA, and Connecticut Light and Power Partnership, or CL&P, were allegedly
damaged and/or severed when an anchor deployed by the DSV MR. SONNY, a work
vessel taking part in the construction of the Eastchester Extension,
allegedly allided with the cables.  The MR. SONNY allegedly is owned by Cal
Dive International, Inc., or Cal Dive, a subcontractor of the Partnership's
general contractor, Horizon Offshore Contractors, Inc., or Horizon.

On December 6, 2002, Cal Dive commenced a maritime limitation of liability
action in the United States District Court for the Eastern District of New
York, seeking exoneration from or limitation of liability in respect of this
incident.  LIPA, CL&P, the Partnership, Horizon and Thales GeoSolutions
Group, Ltd. (another of Horizon's subcontractors) have all filed claims in
the limitation action.  In addition, LIPA, CL&P and their subrogated
underwriters, collectively refered to as the "Cable Interests," filed third-
party claims against the Partnership and its operating subsidiary, IPOC, as
well as Horizon and Thales, seeking recovery for their alleged losses.  The
Partnership filed cross-claims against Horizon and Thales for indemnification
in respect of the Cable Interests' claims, and Horizon filed a third-party
claim against Thales.  The Cable Interests subsequently agreed to dismiss
their claim against IPOC, but without prejudice to their right to re-file
that claim if they deem necessary.

The Cable Interests originally claimed a total of $34.3 million in damages,
consisting of $14.4 million for repairs and repair related costs, including
LIPA and CL&P internal costs and overheads of $4.7 million, as well as $19.9
million in consequential damages.  In September 2004, the Cable Interests
amended their claim to $23.5 million, consisting of approximately $12.9
million for repairs and repair related costs and $10.6 million in
consequential damages.

A mediation was conducted in February 2005, at the conclusion of which all
parties agreed to terms for a global settlement of the litigation. A formal
settlement agreement was executed on April 11, 2005. Neither the Partnership
nor IPOC was required to contribute to the settlement, and both were given
full releases from all parties.

On February 27, 2003, the New York Power Authority, or NYPA, informed the
Partnership that one of four cables that comprised its Y-49 facility, which
is a 600 megawatt undersea electrical power interconnection between
Westchester County and LIPA's transmission system at Sands Point, New York,
allegedly sustained damage causing a disruption of power transmission over
the line and leakage of dielectric fluid.  NYPA alleges that the damage was
caused by an anchor of Horizon's pipeline lay barge, the GULF HORIZON, which
was in the vicinity of NYPA's cable and was involved in work in the
Eastchester Extension at the time of the casualty.

By letter dated March 25, 2003, counsel representing NYPA and LIPA informed
the Partnership that they intend to hold the Partnership, Horizon and
Horizon's subcontractor, Thales, jointly and severally liable for the full
extent of their damages, which they allege includes emergency response costs,
repair of the damaged electrical cable, loss of use and disruption of
service, and certain other as yet unspecified damages arising out of or
relating to the incident.

The Partnership is a party to an agreement with NYPA, which provides, among
other things, that the Partnership will indemnify NYPA for damage to the Y-49
cables, which results from the Partnership's or its contractors' negligence,
acts, omissions or willful misconduct.  Under the terms of the construction
contract between Horizon and the Partnership, Horizon is obligated to
indemnify the Partnership for Horizon's negligence associated with the
construction of the Eastchester Extension.  Horizon is also contractually
responsible for its sub-contractor's negligence.  As required by the
contract, Horizon named the Partnership as an additional named insured under
Horizon's policies of insurance.  The Partnership is still investigating
whether Horizon's insurance is adequate to cover the Partnership for its
potential losses in this matter.  The Partnership may also be entitled to
indemnity as an additional insured under Thales' policies of insurance.  The
Partnership has placed Horizon and its underwriters on notice that it intends
to hold Horizon responsible.  The Partnership has further requested that
Horizon assume its defense and hold it harmless in respect of this claim;
however, to date, Horizon has rejected this request.  The Partnership has
also placed its own insurance underwriters on notice and they are funding the
costs for the Partnership's defense. The Partnership also commenced a
declaratory judgment action against Horizon's primary liability insurer
seeking coverage and is currently investigating the applicability of all
other available insurance coverages.

On August 15, 2003, Horizon commenced a maritime limitation of liability
action in the United States District Court for the Southern District of
Texas, Houston Division, captioned In the Matter of Horizon Vessels Inc., as
owner of the GULF HORIZON, seeking exoneration from or limitation of
liability in connection with this incident.  Horizon's suit contends that if
it is not entitled to exoneration, its liability should be limited to $19.3
million, representing the value of the GULF HORIZON and her pending freight,
and Horizon's insurers have provided an undertaking (subject to policy
defenses) to pay any judgment that may be rendered in the suit up to $19.3
million.  NYPA, LIPA and the insurers of the Y-49 cable, collectively
referred to as the 'Y-49 Cable Interests,' also have filed claims in the
limitation action asserting total damages of approximately $18.2 million.  On
November 12, 2003, the Partnership filed an Answer in Horizon's action,
requesting that the limitation of liability action be dismissed and/or that
the limitation injunction be lifted to permit the Partnership to pursue its
claims against Horizon in the forum of its choice, or, in the alternative,
that Horizon be denied limitation rights under the Limitation Act.  The
Partnership also filed a claim in Horizon's limitation action seeking
indemnity for any liability it may be found to have to the Y-49 Cable
Interests as a result of the NYPA cable incident as well as all losses
suffered by the Partnership as a result thereof, and, on a protective basis,
seeking full damages for Horizon's breaches and deficient performance under
the Partnership/Horizon construction contract, which claims are unrelated to
the NYPA cable incident. Thales also has filed a claim in the Horizon
limitation action seeking indemnity for any liability it may be found to have
to the Y-49 Cable Interests or the Partnership.  The Y-49 Cable Interests and
the Partnership both filed motions to transfer the Texas action to the United
States District Court for the Eastern District of New York.  Thales joined in
those motions.  By order entered February 27, 2004, the court denied the
motions to transfer.  However, in doing so, the court confirmed that the
Partnership could pursue its contract claims against Horizon outside of the
limitation action and that Horizon had no right to limit its liability as to
the Partnership's contract claims. The Y-49 Cable Interests filed cross
claims against the Partnership alleging claims under the Crossing Agreement
between the Partnership and NYPA and in common law tort.

The Y-49 Cable Interests filed a motion for partial summary judgment against
the Partnership on October 13, 2004. The motion asks the court to find the
Partnership liable for indemnity under the Crossing Agreement for all costs
and expenses incurred by the Y-49 Cable Interests directly related to the
emergency response to the incident and for the costs and expenses of the
temporary and permanent repairs. The Partnership believes the motion is
premature and has opposed the motion.  The motion is now fully briefed and
pending before the court for decision.

The parties presently are engaging in document discovery, and the Partnership
is still in the process of investigating this incident and evaluating its
rights, obligations and responsibilities.  Given the preliminary stage of
this matter, the Partnership is unable to assess the likelihood of an
unfavorable outcome and/or the amount or range of loss, if any, in the event
of an unfavorable outcome.

The Partnership has also learned that as part of the Eastchester construction
there may have been one or more violations by the contractor of the
exclusionary zones established around certain specified areas of possible
cultural resources, namely underwater archeological sites such as shipwrecks,
along the pipeline's marine route and the contractor may have placed anchors
outside the authorized construction corridor.  At this time, the Partnership
has no information that any sites were in fact damaged.  The Partnership has
informed the FERC and the New York State Office of Parks, Recreation and
Historic Preservation of this matter.  At this time, the Partnership is
unable to determine if there will be any material adverse effect on the
Partnership's financial condition and results of operations due to this
matter.

Pursuant to its agreements with the owners of the electric transmission
cables that the Eastchester facilities cross in the Long Island Sound, the
Partnership performed certain post- construction surveys to verify the
condition of the cable crossings and confirm the location of the pipeline.
Specifically, the Partnership had constructed a 'structure' over the Y-50
cable system consisting of lightweight flexible concrete mattresses under the
pipeline, specially fabricated concrete blocks adjacent to the pipeline and
crushed rock.  The surveys and additional follow-up studies indicate that the
'structure' may have settled to a greater extent than originally anticipated
and that its location is believed to be 65 feet north of the location where
the pipeline crosses the Y-50 cable.  The Partnership has been discussing
this matter with the owner of the Y-50 cable system as to whether and how
these issues should be modified and notified the FERC by letter dated
September 3, 2004.  Given the preliminary stage of this matter, the
Partnership is unable to assess the likelihood of an unfavorable outcome
and/or the amount or range of costs, if any, in the event of an unfavorable
outcome.

Capobianco, A. vs. Iroquois Gas & Consolidated Edison Company of New York

On January 28, 2004, Anthony Capobianco filed a complaint against the
Partnership, IPOC and Consolidated Edison Company of New York in the Supreme
Court of the State of New York, New York County (Index No. 101366/04).  The
complaint alleges that Mr. Capobianco, an employee of Hallen Construction
Company, Inc., or Hallen, sustained personal injuries resulting from an
electrical current causing severe electrical shock while performing his
duties as part of the construction of the Hunts Point segment of the
Partnership's Eastchester project.  Hallen was the Partnership's contractor
employed to construct that segment of the project.  The claim is asserted for
damages in the amount of $10 million.  The Partnership has notified its
insurance carriers and an answer has been filed to the complaint. Hallen's
insurer has agreed to indemnify and defend the Partnership in this action up
to the $1 million limit of its general liability insurance policy.
Additionally, Hallen has coverage under an excess liability policy up to $20
million. Given the preliminary nature of this matter, at this time, the
Partnership is unable to determine the likelihood of an unfavorable outcome
and/or the amount or range of loss, if any, in the event of an unfavorable
outcome.

National Energy & Gas Transmission Inc. (NEGT) and its Subsidiaries'
Bankruptcy Filing

On July 8, 2003, PG&E Corporation reported that NEGT and a number of its
subsidiaries filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code. These subsidiaries include PG&E Energy Trading
Holdings Corporation, PG&E Energy Trading-Gas Corporation, PG&E Energy
Trading-Power Corporation, PG&E ET Investments Corporation, and US Gen New
England, Inc.

US Gen NE had two firm transportation service agreements with the
Partnership, one for 40,702 Dth/d, which expires on November 1, 2013, and one
for 12,000 Dth/d, which expires on April 1, 2018. The total monthly demand
charges for both contracts were $0.5 million. On September 5, 2003, the
bankruptcy court authorized the rejection of US Gen NE's two firm
transportation contracts.  In February 2004, the Partnership entered into a
ten year contract for the 12,000 Dth/d while the remaining unsubscribed
capacity of 40,720 Dth/d will continue to be remarketed on a short term basis
until longer term market opportunities emerge. On October 15, 2003, the
Partnership filed a proof of claim with the bankruptcy court for $49.8
million, representing the present value of the two rejected contracts.

On March 2, 2005, representatives of the Partnership and US Gen NE agreed in
principal to a settlement agreement regarding the Partnership's proof of
claim with the bankruptcy court. Under said settlement, the Partnership
expects to receive $8.4 million, the value of its mitigated claim as well as,
approximately $2.1 million as a result of retained cash collaterals for a
total settlement of approximately $10.5 million plus 4% interest accruing
from the start of the claim.  Based on US Gen NE's disclosure statement filed
with the Bankruptcy Court, US GEN NE estimates to pay 100% of each unsecured
claim. On April 5, 2005, the settlement was approved by the Bankruptcy Court.
On May 12, 2005, the Bankruptcy Court approved US Gen NE's Plan of
Liquidation. A distribution is anticipated in June 2005. The Partnership
expects to record any funds received as part of this bankruptcy proceeding as
"Other Income."

Enron Corp. and Affiliated Entities Bankruptcy Filing

Enron Corp. and Enron North America Corp., collectively Enron, filed
voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of New York, or Bankruptcy Court, in 2001. In October 2002, the
Partnership filed Proofs of Claim with the Bankruptcy Court in the amount of
$1.6 million for Claim 1 and in the amount of Unknown dollars for Claim 2
resulting from termination by Enron of the Partnership's Gas Transportation
(Contract No. R-1250-05). On February 22, 2005, by Letter Agreement, Enron
agreed to allow the Partnership $1.8 million (two claims for $0.9 million
each) in unsecured claims, subject to the approval of the Bankruptcy Court.
Based on Enron's disclosure statement, Enron estimates to pay 20% of each
unsecured claim.   The Partnership expects to record any funds received as
part of this bankruptcy proceeding as "Other Income."

No liabilities have been recorded by the Partnership in conjunction with any
of the preceding legal matters.

Brookfield Project (FERC Docket No. CP02-31-000)

On October 31, 2002 the FERC issued a certificate authorizing the Partnership
to construct the Brookfield Project facilities.

Based on communications with its prospective customers regarding the timing
of their needs for new firm transportation service, the Partnership had
determined that a temporary deferral of the construction of the Brookfield
Project was necessary.  Specifically, Astoria Energy LLC, or Astoria, the
largest shipper for the Brookfield Project, had requested that its service be
deferred until November 1, 2005.  On February 28, 2003, the Partnership and
Astoria executed an amendment to their precedent agreements reflecting this
deferral.  However, on August 1, 2003, Astoria elected to terminate its
precedent agreements with the Partnership.  The other original Brookfield
Project shipper, PPL Energy Plus, LLC, or PPL, also elected to terminate its
precedent agreement, and the Partnership is currently remarketing the
Brookfield Project capacity.  Additionally, the Partnership is exploring
other services and products that may also utilize Brookfield Project
capacity.  As of March 31, 2005, the Partnership had incurred approximately
$2.5 million in construction expenditures related to the Brookfield Project,
primarily related to the purchase of the Brookfield site.

In anticipation of these developments, on April 22, 2003, the Partnership
requested an eighteen month extension from the FERC to extend the
construction completion time of the Brookfield Project to October 31, 2005.
On May 14, 2003, the FERC granted the Partnership's request and extended the
construction completion date to November 1, 2005.

On June 27, 2003, the Partnership purchased real property in Brookfield, CT,
which was previously approved by the FERC as suitable for construction of the
Brookfield compressor station. In accordance with the FERC approval, the site
must be remediated before construction takes place.   On November 3, 2004,
the Connecticut Department of Environmental Protection approved the project's
site remediation plan and scope of work schedule. Work began in late November
2004 and is anticipated to be completed in Spring 2005. Site remediation is
not expected to have a material adverse impact on the Partnership's operating
results or financial condition.


<PAGE>




PART I. FINANCIAL INFORMATION - (Continued)

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

See Note 2 to the Consolidated Financial Statements for an explanation of the
Provision for Income Taxes Restatement. As a result of this restatement the
Management's Discussion and Analysis Section has been modified to eliminate any
reference to Provision for income Taxes.

Overview
Iroquois Gas Transmission System, L.P., or the Partnership, is a Delaware
limited partnership.  It owns and operates a 412-mile interstate natural gas
transmission pipeline from the Canada-United States border near Waddington,
New York to South Commack, Long Island, New York including an approximate 36-
mile mainline extension from Northport, New York through the Long Island
Sound to Hunts Point, New York, also referred to as the Eastchester
Extension.  The Eastchester Extension was placed into service on February 5,
2004.  The Partnership provides service to local gas distribution companies,
electric utilities and electric power generators, as well as marketers and
other end-users, directly or indirectly, by connecting with pipelines and
interconnects throughout the northeastern United States.  The Partnership is
exclusively a transporter of natural gas in interstate commerce and operates
under authority granted by the Federal Energy Regulatory Commission, or the
FERC.  The Partnership was organized in 1989 and commenced full operations in
1992, creating a link between markets in the states of Connecticut,
Massachusetts, New Hampshire, New Jersey, New York and Rhode Island, and
western Canada natural gas supplies.

On November 9, 2004 TransCanada Corporation and Shell US Gas & Power LLC
announced plans to develop an offshore liquefied natural gas, or LNG,
regasification terminal, named Broadwater Energy, in the New York State
waters of Long Island Sound.  The expected in-service date of the facility is
late 2010.  The Partnership is in discussions with the proponents of this
project as to potential interconnection of the LNG terminal with the
Partnership's existing facilities.  Given the preliminary stage of this
matter, the Partnership is unable to assess the possible effects, if any, of
the LNG project, if ultimately constructed, on its system.

Results of Operations
The components of Operating Revenues and Volumes Transported are provided in
the following table:

<TABLE>
<CAPTION>
                                             Three months ended
Revenues and Volumes Delivered                   March 31,
                                                2005    2004
<S>                                            <C>     <C>
Operating Revenues (dollars in millions)
Long-term firm reserved service                $ 37.0  $ 34.1
Short-term firm/interruptible/other <F2>          3.3     5.2
Total revenues                                 $ 40.3  $ 39.3

Volumes Transported (millions of dekatherms)
Long-term firm reserved service                  77.3    77.0
Short-term firm/interruptible/other <F2>         12.8    16.8
Total volumes transported                        90.1    93.8
<FN>
<F2>Short-term firm represents firm service contracts of less than one year.
Other revenue includes deferred asset surcharges, park and loan service
revenue and marketing fees.
</FN>
</TABLE>

The Partnership receives revenues under long-term firm reserved
transportation service contracts with shippers in accordance with service
rates approved by the FERC.  The Partnership also has interruptible
transportation service revenues which are at the margin and thus can have a
significant impact on net income.  Such revenues include short-term firm
reserved transportation service contracts having terms of less than one year
as well as standard interruptible transportation service contracts.  While it
is common for pipelines to be obligated under their FERC-approved rate
structures to share some of their interruptible transportation service
revenues with long-term firm reserved service shippers, Iroquois is not
currently obligated to do so under the terms of its currently effective rate
settlement which expires December 31, 2007.  However, there can be no
assurance that this will be the case in the future.

Three-month period ended March 31, 2005 compared to the three-month period
ended March 31, 2004.

Revenues.  Total revenues increased $1.0 million, or 2.6%, to $40.3 million
for the three-month period ended March 31, 2005 from $39.3 million for the
three-month period ended March 31, 2004.

Long-term firm reserved service revenues increased $2.9 million, or 8.5%, to
$37.0 million for the three months ended March 31, 2005 from $34.1 million
for the same period in 2004.  This increase was primarily due to additional
revenues from the Eastchester Extension of approximately $3.8 million due to
its February 5, 2004 in-service date and approximately $1.7 million of
revenues attributable to the commencement of new long-term firm contracts in
the third quarter of 2004.  These increases were partially offset by
decreased long-term firm reserved service revenues of $2.5 million primarily
due to a rate decrease of approximately $0.04 per dekatherm over the first
quarter of 2004.

Short-term firm/interruptible/other revenues decreased $1.9 million, or
36.5%, to $3.3 million for the three-month period ended March 31, 2005 from
$5.2 million for the same period in 2004, primarily due to lower volumes
associated with decreased market demand for natural gas during the three-
month period ended March 31, 2005 as compared to the same period in 2004.

Depreciation and Amortization.  Depreciation and amortization increased $0.6
million, or 8.1%, to $8.0 million for the three-month period ended March
31, 2005 from $7.4 million for the same period in 2004, primarily due to the
February 5, 2004 in-service date of the Eastchester Extension.

Taxes other than income taxes.  Taxes other than income taxes encompass
property and school taxes paid to various state jurisdictions for mainline,
metering and compression facilities along the pipeline system of Iroquois.
Taxes other than income taxes increased $1.2 million, or 36.4%, to $4.5
million for the three-month period ended March 31, 2005 from $3.3 million for
the three-month period ended March 31, 2004 primarily due to assessments on
facilities related to the Eastchester Extension.

Other Income/(Expenses).  Other income/(expenses) include certain investment
income and the net of income and expense adjustments not recognized
elsewhere.  Other income/(expenses) decreased $1.1 million, for the three-
month period ended March 31, 2005 as compared to the three-month period ended
March 31, 2004 primarily due to a decrease in the allowance for equity funds
used during construction, or equity AFUDC.  The decrease in the equity AFUDC
related primarily to the February 5, 2004 in-service date of the Eastchester
Extension.

Interest Expense, Net.  Interest expense, net increased $1.1 million, or
15.1%, to $8.4 million for the three-month period ended March 31, 2005 from
$7.3 million for the three-month period ended March 31, 2004 primarily due to
a decrease in interest capitalized, related to the February 5, 2004 in-
service date of the Partnership's Eastchester Extension.

Liquidity and Capital Resources

For the first three months of 2005, the Partnership's source of financing has
been cash flow from operations. The Partnership's ongoing operations will
require the availability of funds to service debt, fund working capital, and
make capital expenditures on the Partnership's existing facilities and
expansion projects. The Partnership expects to fund its 2005 ongoing
operations through internal sources.

Net cash provided by operating activities decreased to $24.4 million in the
first three months of 2005 compared to $29.0 million in the first three
months of 2004, primarily due to a decrease in net income and an increase in
accounts receivable associated with insurance recoveries related to
Eastchester.  Net cash used for financing activities was $5.6 million for the
first three months of 2005 and 2004, consisting of the repayment of long-term
debt.

The Partnership has a $10.0 million, 364-day, variable rate revolving line of
credit to support working capital requirements. As of March 31, 2005 and
December 31, 2004, the outstanding principal balance on the revolving credit
facility was $10.0 million.

Capital expenditures in the first three months of 2005 were $19.5 million,
compared to $23.9 million in the first three months of 2004.  Expenditures in
the first three months of 2005 primarily represent the settlement of outstanding
claims with Eastchester contractors, partially offset by insurance recoveries
associated with the Eastchester project, while 2004 expenditures were primarily
related to Eastchester construction.

Total capital expenditures for 2005 are estimated to be approximately $25.1
million, including the Eastchester expenditures referenced previously and
approximately $2.5 million for installation of a vent valve on Long Island.
The remaining capital expenditures planned for 2005 are primarily for various
general plant purchases.  The Partnership expects to fund its 2005 capital
expenditures through internal sources.

The Partnership's management makes recommendations to the partnership
management committee regarding the amount and timing of distributions to
partners. The amount and timing of distributions is subject to internal cash
requirements for construction, financing and operational requirements.
Distributions and cash calls require the approval of the management
committee.  There were no cash distributions to partners during the first
three months of 2005 or during the same period in 2004.

Off-Balance Sheet Transactions

At March 31, 2005, the Partnership had no off-balance sheet transactions,
arrangements or other relationships with unconsolidated entities or persons
that would adversely affect liquidity, availability of capital resources,
financial position or results of operations.

Information Regarding Forward Looking Statements

This quarterly report contains various forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section
21E of the Securities Exchange Act of 1934, as amended.  Such forward-looking
statements are based on current expectations, are not guarantees of future
performance and include assumptions about future market conditions,
operations and results.  They are made in reliance on the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.  The
Partnership can give no assurance that such expectations will be achieved.
Among the many factors that could cause actual results to differ materially
from those in the forward-looking statements herein are: future demand and
prices for natural gas; availability of supplies of Canadian natural gas;
regulatory, political, legislative and judicial developments, particularly
with regard to regulation by the Federal Energy Regulatory Commission; the
cost of the Partnership's expansion projects, including the Eastchester
Extension; competitive conditions in the marketplace; changes in the
receptivity of the financial markets to the Partnership or other oil and gas
credit similar to Iroquois and, accordingly, our strategy for financing any
such change in business strategy or expansion.  A discussion of these and
other factors which may affect our actual results, performance, achievements
or financial position is contained in the "Risk Factors" section of the
Partnership's Annual Report on Form 10-K/A, which is on file with the United
States Securities and Exchange Commission.

<PAGE>




PART I. FINANCIAL INFORMATION - (Continued)

  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                              RISK


Market risk represents the risk of changes in value of a financial
instrument, derivative or non-derivative, caused by fluctuations in interest
rates and prices.  The following discussion of the Partnership's risk
management activities includes forward-looking statements that involve risks
and uncertainties.  Actual results could differ materially from those
contemplated in the forward-looking statements.  The Partnership handles
market risks in accordance with established policies, which may include
various derivative transactions.

The financial instruments held or issued by the Partnership are for purposes
other than trading or speculation.  The Partnership is exposed to risk
resulting from interest rate changes on its variable-rate debt.  The
Partnership uses interest rate swap agreements to manage the risk of
increases in certain variable rate issues.  It records amounts paid and
received under those agreements as adjustments to the interest expense of the
specific debt issues.  The Partnership believes that there is no material
market risk associated with these agreements. As of March 31, 2005, the
Partnership had $82.2 million of variable-rate debt outstanding, of which
approximately $23.6 million is fixed out under the interest rate swap
agreements.  Holding other variables constant, including levels of
indebtedness, a one-percentage point change in interest rates would impact
pre-tax earnings by approximately $0.6 million.

The Partnership's pension plan assets are made up of equity and fixed income
investments.  Fluctuations in those markets could cause the Partnership to
recognize increased or decreased pension income or expense.

<PAGE>


          PART I. FINANCIAL INFORMATION - (Concluded)

                    ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Partnership maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Partnership's SEC
filings is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to management, including the Partnership's principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure based on the definition of "disclosure
controls and procedures," in Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934.

Management, under the supervision and with the participation of the
Partnership's principal executive officer and principal financial officer,
conducted an evaluation of the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures as of the end of the period
covered by this report. In connection with the restatements described in Notes 2
and 5 to the Partnership's consolidated financial statements, management
determined that there were material weaknesses in the Partnership's internal
control over financial reporting as of March 31, 2005, as more fully described
below. Based on that evaluation and because of the material weaknesses described
below, the principal executive officer and principal financial officer have
concluded that the Partnership's disclosure controls and procedures were not
effective as of March 31, 2005.

Notwithstanding the existence of the material weaknesses described below,
Management believes that the consolidated financial statements in this Form
10-Q/A fairly present, in all material respects, the Partnership's financial
condition as of March 31, 2005 and 2004 and results of its operations and cash
flows for three month periods ended March 31, 2005 and 2004, in conformity with
U.S. generally accepted accounting principles (GAAP).

INTERNAL CONTROL OVER FINANCIAL REPORTING

A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The following material weaknesses were identified by management as
of March 31, 2005:

1. The Partnership did not maintain effective controls over the preparation and
review of its consolidated statement of cash flows. Specifically, the
Partnership did not maintain effective controls to appropriately exclude from
capital expenditures reported in the consolidated statement of cash flows,
capital expenditures that were unpaid and included in accounts payable at the
end of the reporting period. Thus capital expenditures were reported in the
consolidated statement of cash flows on an accrual basis rather than on a cash
basis. This error resulted in a misstatement of cash flows from investing and
operating activities. This control deficiency resulted in the restatement of the
consolidated financial statements for the three month periods ended March 31,
2005 and 2004. Additionally, this control deficiency could result in a
misstatement of the consolidated statement of cash flows that would result in a
material misstatement to annual or interim financial statements that would not
be prevented or detected. Accordingly, management has determined that this
control deficiency constitutes a material weakness.

2. The Partnership did not maintain effective controls over the initial
selection of and application of generally accepted accounting principles related
to the accounting for and presentation of income taxes, including regulatory
assets-income tax related, amounts equivalent to deferred income taxes, income
and other taxes payable by partners and the related income tax provision.
Specifically, the Partnership's controls failed to identify that, as an entity
not subject to Federal income tax, the Partnership should not have adopted
generally accepted accounting principles relative to deferred income tax
accounting in the preparation and presentation of its consolidated financial
statements. This control deficiency resulted in the restatement of the
consolidated financial statements for the three month periods ended March 31,
2005 and 2004. Additionally, this control deficiency could result in a
misstatement of the aforementioned accounts and related disclosures that would
result in a material misstatement to annual or interim financial statements that
would not be prevented or detected. Accordingly, management has determined that
this control deficiency constitutes a material weakness.

3. The Partnership did not maintain effective controls in the adoption of a
change in generally accepted accounting principles. Specifically, with respect
to a change in accounting principles related to municipal property taxes that
occurred in the fourth quarter of 2003, the Partnership failed to determine that
the cumulative effect adjustment should have been recognized and measured
retroactively as of January 1, 2003, rather than as of December 31, 2003.
Additionally, the Partnership failed to record property tax expense for each
subsequent period as recognized and measured in accordance with the new
accounting principle. This control deficiency resulted in the restatement of the
consolidated financial statements for the three and nine month periods ended
September 30, 2003 and 2004. Additionally, this control deficiency could result
in a misstatement of the cumulative effective of a change in accounting
principle, including periodic property tax expense, that would result in a
material misstatement to annual or interim financial statements that would not
be prevented or detected. Accordingly, management has determined that this
control deficiency constitutes a material weakness.

REMEDIATION ACTIVITIES

In an effort to remediate the material weakness in the Partnership's internal
control over financial reporting with respect to controls over the preparation
and review of its consolidated statement of cash flows, subsequent to March 31,
2005, management has implemented a process to identify the amount of unpaid
capital expenditures at the end of the reporting period to ensure capital
expenditures are properly reflected in the Consolidated Statement of Cash Flows
in accordance with generally accepted accounting principles. Specifically, an
analysis of accounts payable is performed at the end of each quarter to
determine whether accruals for capital expenditures have been recorded. If
capital expenditure accruals have been recorded, those accruals are eliminated
from the Consolidated Statement of Cash Flows and shown as a supplemental
disclosure of cash flow information. In addition, in instances where capital
expenditure accruals have been settled, those settlements are shown as a cash
outflow to investing activities on the Consolidated Statements of Cash Flows.
The impact of these changes will then be evaluated and reflected, as
appropriate, on any interim and annual consolidated financial statements.
Management believes these processes, when fully implemented and tested, will
remediate the material weaknesses described above.

In an effort to remediate the material weaknesses in the Partnership's internal
control over financial reporting related to the initial selection of an
application of generally accepted accounting principles related to income taxes
and the adoption of a change in generally accepted accounting principles
described above, management has implemented a process to exclude the provision
for income taxes from the Consolidated Statements of Income and to also exclude
the amounts equivalent to deferred income taxes and regulatory assets-income tax
related from the Consolidated Balance Sheets and related financial statements.
Specifically, an analysis of the Consolidated Balance Sheets, the Consolidated
Statements of Income, the Consolidated Statements of Cash Flows and the
Consolidated Statements of Changes in Partners' Equity is performed at the end
of each quarter to identify all income tax related items. Since the Partnership
is regulated by the Federal Energy Regulatory Commission, income taxes will
continue to be recorded for regulatory purposes. Those income tax related items
will be eliminated from the Consolidated Statements of Income, the Consolidated
Statements of Cash Flows and the Consolidated Statements of Changes in Partners'
Equity to be included in future Forms 10-Q and Forms 10-K. In addition,
management has instituted a process to correctly account for and present in the
annual and interim financial statements of the Partnership, changes in
accounting principles as required under Accounting Principles Board (APB)
Opinion No. 20. Specifically, if applicable, a review of changes in accounting
principles will be performed by management at the end of each quarter. This
review will include a review of any prior year changes in accounting principles.
The impact of these changes will then be evaluated and reflected, as
appropriate, on any interim and annual consolidated financial statements.
Management believes these processes, when fully implemented and tested, will
remediate the material weaknesses described above.

Other than as described above, there have been no other changes in the
Partnership's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Partnership's
internal control over financial reporting.



                        PART II. OTHER INFORMATION

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY


ITEM 1. Legal Proceedings

A description of the Partnership's legal proceedings is contained in the
Partnership's Annual Report on Form 10-K for the year ended December 31,
2004. Those descriptions remain accurate except as updated below.

Eastchester Construction Incidents

On November 16, 2002, certain undersea electric transmission cables owned by
Long Island Lighting Partnership d/b/a The Long Island Power Authority, or
LIPA, and Connecticut Light and Power Partnership, or CL&P, were allegedly
damaged and/or severed when an anchor deployed by the DSV MR. SONNY, a work
vessel taking part in the construction of the Eastchester Extension,
allegedly allided with the cables.  The MR. SONNY allegedly is owned by Cal
Dive International, Inc., or Cal Dive, a subcontractor of the Partnership's
general contractor, Horizon Offshore Contractors, Inc., or Horizon.

On December 6, 2002, Cal Dive commenced a maritime limitation of liability
action in the United States District Court for the Eastern District of New
York, seeking exoneration from or limitation of liability in respect of this
incident.  LIPA, CL&P, the Partnership, Horizon and Thales GeoSolutions
Group, Ltd. (another of Horizon's subcontractors) have all filed claims in
the limitation action.  In addition, LIPA, CL&P and their subrogated
underwriters, collectively refered to as the "Cable Interests," filed third-
party claims against the Partnership and its operating subsidiary, IPOC, as
well as Horizon and Thales, seeking recovery for their alleged losses.  The
Partnership filed cross-claims against Horizon and Thales for indemnification
in respect of the Cable Interests' claims, and Horizon filed a third-party
claim against Thales.  The Cable Interests subsequently agreed to dismiss
their claim against IPOC, but without prejudice to their right to re-file
that claim if they deem necessary.

The Cable Interests originally claimed a total of $34.3 million in damages,
consisting of $14.4 million for repairs and repair related costs, including
LIPA and CL&P internal costs and overheads of $4.7 million, as well as $19.9
million in consequential damages.  In September 2004, the Cable Interests
amended their claim to $23.5 million, consisting of approximately $12.9
million for repairs and repair related costs and $10.6 million in
consequential damages.

A mediation was conducted in February 2005, at the conclusion of which all
parties agreed to terms for a global settlement of the litigation. Neither
the Partnership nor IPOC was required to contribute to the settlement. A
formal settlement agreement was executed on April 11, 2005 and both were
given full releases from all parties.

On February 27, 2003, the New York Power Authority, or NYPA, informed the
Partnership that one of four cables that comprised its Y-49 facility, which
is a 600 megawatt undersea electrical power interconnection between
Westchester County and LIPA's transmission system at Sands Point, New York,
allegedly sustained damage causing a disruption of power transmission over
the line and leakage of dielectric fluid.  NYPA alleges that the damage was
caused by an anchor of Horizon's pipeline lay barge, the GULF HORIZON, which
was in the vicinity of NYPA's cable and was involved in work in the
Eastchester Extension at the time of the casualty.

By letter dated March 25, 2003, counsel representing NYPA and LIPA informed
the Partnership that they intend to hold the Partnership, Horizon and
Horizon's subcontractor, Thales, jointly and severally liable for the full
extent of their damages, which they allege includes emergency response costs,
repair of the damaged electrical cable, loss of use and disruption of
service, and certain other as yet unspecified damages arising out of or
relating to the incident.

The Partnership is a party to an agreement with NYPA, which provides, among
other things, that the Partnership will indemnify NYPA for damage to the Y-49
cables, which results from the Partnership's or its contractors' negligence,
acts, omissions or willful misconduct.  Under the terms of the construction
contract between Horizon and the Partnership, Horizon is obligated to
indemnify the Partnership for Horizon's negligence associated with the
construction of the Eastchester Extension.  Horizon is also contractually
responsible for its sub-contractor's negligence.  As required by the
contract, Horizon named the Partnership as an additional named insured under
Horizon's policies of insurance.  The Partnership is still investigating
whether Horizon's insurance is adequate to cover the Partnership for its
potential losses in this matter.  The Partnership may also be entitled to
indemnity as an additional insured under Thales' policies of insurance.  The
Partnership has placed Horizon and its underwriters on notice that it intends
to hold Horizon responsible.  The Partnership has further requested that
Horizon assume its defense and hold it harmless in respect of this claim;
however, to date, Horizon has rejected this request.  The Partnership has
also placed its own insurance underwriters on notice and they are funding the
costs for the Partnership's defense. The Partnership also commenced a
declaratory judgment action against Horizon's primary liability insurer
seeking coverage and is currently investigating the applicability of all
other available insurance coverages.

On August 15, 2003, Horizon commenced a maritime limitation of liability
action in the United States District Court for the Southern District of
Texas, Houston Division, captioned In the Matter of Horizon Vessels Inc., as
owner of the GULF HORIZON, seeking exoneration from or limitation of
liability in connection with this incident.  Horizon's suit contends that if
it is not entitled to exoneration, its liability should be limited to $19.3
million, representing the value of the GULF HORIZON and her pending freight,
and Horizon's insurers have provided an undertaking (subject to policy
defenses) to pay any judgment that may be rendered in the suit up to $19.3
million.  NYPA, LIPA and the insurers of the Y-49 cable, collectively
referred to as the "Y-49 Cable Interests," also have filed claims in the
limitation action asserting total damages of approximately $18.2 million.  On
November 12, 2003, the Partnership filed an Answer in Horizon's action,
requesting that the limitation of liability action be dismissed and/or that
the limitation injunction be lifted to permit the Partnership to pursue its
claims against Horizon in the forum of its choice, or, in the alternative,
that Horizon be denied limitation rights under the Limitation Act.  The
Partnership also filed a claim in Horizon's limitation action seeking
indemnity for any liability it may be found to have to the Y-49 Cable
Interests as a result of the NYPA cable incident as well as all losses
suffered by the Partnership as a result thereof, and, on a protective basis,
seeking full damages for Horizon's breaches and deficient performance under
the Partnership/Horizon construction contract, which claims are unrelated to
the NYPA cable incident. Thales also has filed a claim in the Horizon
limitation action seeking indemnity for any liability it may be found to have
to the Y-49 Cable Interests or the Partnership.  The Y-49 Cable Interests and
the Partnership both filed motions to transfer the Texas action to the United
States District Court for the Eastern District of New York.  Thales joined in
those motions.  By order entered February 27, 2004, the court denied the
motions to transfer.  However, in doing so, the court confirmed that the
Partnership could pursue its contract claims against Horizon outside of the
limitation action and that Horizon had no right to limit its liability as to
the Partnership's contract claims. The Y-49 Cable Interests filed cross
claims against the Partnership alleging claims under the Crossing Agreement
between the Partnership and NYPA and in common law tort.

The Y-49 Cable Interests filed a motion for partial summary judgment against
the Partnership on October 13, 2004. The motion asks the court to find the
Partnership liable for indemnity under the Crossing Agreement for all costs
and expenses incurred by the Y-49 Cable Interests directly related to the
emergency response to the incident and for the costs and expenses of the
temporary and permanent repairs. The Partnership believes the motion is
premature and has opposed the motion.  The motion is now fully briefed and
pending before the court for decision.

The parties presently are engaging in document discovery, and the Partnership
is still in the process of investigating this incident and evaluating its
rights, obligations and responsibilities.  Given the preliminary stage of
this matter, the Partnership is unable to assess the likelihood of an
unfavorable outcome and/or the amount or range of loss, if any, in the event
of an unfavorable outcome.

The Partnership has also learned that as part of the Eastchester construction
there may have been one or more violations by the contractor of the
exclusionary zones established around certain specified areas of possible
cultural resources, namely underwater archeological sites such as shipwrecks,
along the pipeline's marine route and the contractor may have placed anchors
outside the authorized construction corridor.  At this time, the Partnership
has no information that any sites were in fact damaged.  The Partnership has
informed the FERC and the New York State Office of Parks, Recreation and
Historic Preservation of this matter.  At this time, the Partnership is
unable to determine if there will be any material adverse effect on the
Partnership's financial condition and results of operations due to this
matter.

Pursuant to its agreements with the owners of the electric transmission
cables that the Eastchester facilities cross in the Long Island Sound, the
Partnership performed certain post- construction surveys to verify the
condition of the cable crossings and confirm the location of the pipeline.
Specifically, the Partnership had constructed a "structure" over the Y-50
cable system consisting of lightweight flexible concrete mattresses under the
pipeline, specially fabricated concrete blocks adjacent to the pipeline and
crushed rock.  The surveys and additional follow-up studies indicate that the
"structure" may have settled to a greater extent than originally anticipated
and that its location is believed to be 65 feet north of the location where
the pipeline crosses the Y-50 cable.  The Partnership has been discussing
this matter with the owner of the Y-50 cable system as to whether and how
these issues should be modified and notified the FERC by letter dated
September 3, 2004.  Given the preliminary stage of this matter, the
Partnership is unable to assess the likelihood of an unfavorable outcome
and/or the amount or range of costs, if any, in the event of an unfavorable
outcome.

Capobianco, A. vs. Iroquois Gas & Consolidated Edison Company of New York

On January 28, 2004, Anthony Capobianco filed a complaint against the
Partnership, IPOC and Consolidated Edison Company of New York in the Supreme
Court of the State of New York, New York County (Index No. 101366/04).  The
complaint alleges that Mr. Capobianco, an employee of Hallen Construction
Company, Inc., or Hallen, sustained personal injuries resulting from an
electrical current causing severe electrical shock while performing his
duties as part of the construction of the Hunts Point segment of the
Partnership's Eastchester project.  Hallen was the Partnership's contractor
employed to construct that segment of the project.  The claim is asserted for
damages in the amount of $10 million.  The Partnership has notified its
insurance carriers and an answer has been filed to the complaint. Hallen's
insurer has agreed to indemnify and defend the Partnership in this action up
to the $1 million limit of its general liability insurance policy.
Additionally, Hallen has coverage under an excess liability policy up to $20
million. Given the preliminary nature of this matter, at this time, the
Partnership is unable to determine the likelihood of an unfavorable outcome
and/or the amount or range of loss, if any, in the event of an unfavorable
outcome.

National Energy & Gas Transmission Inc. (NEGT) and its Subsidiaries'
Bankruptcy Filing

On July 8, 2003, PG&E Corporation reported that NEGT and a number of its
subsidiaries filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code. These subsidiaries include PG&E Energy Trading
Holdings Corporation, PG&E Energy Trading-Gas Corporation, PG&E Energy
Trading-Power Corporation, PG&E ET Investments Corporation, and US Gen New
England, Inc.

US Gen NE had two firm transportation service agreements with the
Partnership, one for 40,702 Dth/d, which expires on November 1, 2013, and one
for 12,000 Dth/d, which expires on April 1, 2018. The total monthly demand
charges for both contracts were $0.5 million. On September 5, 2003, the
bankruptcy court authorized the rejection of US Gen NE's two firm
transportation contracts.  In February 2004, the Partnership entered into a
ten year contract for the 12,000 Dth/d while the remaining unsubscribed
capacity of 40,720 Dth/d will continue to be remarketed on a short term basis
until longer term market opportunities emerge. On October 15, 2003, the
Partnership filed a proof of claim with the bankruptcy court for $49.8
million, representing the present value of the two rejected contracts.

On March 2, 2005, representatives of the Partnership and US Gen NE agreed in
principal to a settlement agreement regarding the Partnership's proof of
claim with the bankruptcy court. Under said settlement, the Partnership
expects to receive $8.4 million, the value of its mitigated claim as well as,
approximately $2.1 million as a result of retained cash collaterals for a
total settlement of approximately $10.5 million plus 4% interest accruing
from the start of the claim.  Based on US Gen NE's disclosure statement filed
with the Bankruptcy Court, US GEN NE estimates to pay 100% of each unsecured
claim. On April 5, 2005, the settlement was approved by the Bankruptcy Court.
On May 12, 2005, the Bankruptcy Court approved US Gen NE's Plan of
Liquidation. A distribution is anticipated in June 2005. The Partnership
expects to record any funds received as part of this bankruptcy proceeding as
"Other Income."

Enron Corp. and Affiliated Entities Bankruptcy Filing

Enron Corp. and Enron North America Corp., collectively Enron, filed
voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of New York, or Bankruptcy Court, in 2001. In October 2002, the
Partnership filed Proofs of Claim with the Bankruptcy Court in the amount of
$1.6 million for Claim 1 and in the amount of Unknown dollars for Claim 2
resulting from termination by Enron of the Partnership's Gas Transportation
(Contract No. R-1250-05). On February 22, 2005, by Letter Agreement, Enron
agreed to allow the Partnership $1.8 million in unsecured claims, subject to
the approval of the Bankruptcy Court. Based on Enron's disclosure statement,
Enron estimates to pay 20% of each unsecured claim.  The Partnership expects
to record any funds received as part of this bankruptcy proceeding as "Other
Income."

No liabilities have been recorded by the Partnership in conjunction with any
of the preceding legal matters.




ITEMS 2-4 are not applicable.


ITEM 5. Other Information

None.


ITEM 6. EXHIBITS

(a)      Exhibits:

Index to Exhibits

Exhibit
Number
31.1     Certification of the Chief Executive Officer to Rule 15d-14(a) under
         the Securities Exchange Act of 1934.

31.2     Certification of the Chief Financial Officer pursuant to Rule
         15d-14(a) under the Securities Exchange Act of 1934.

32.1     Certification pursuant to Rule 15d-14(b) under the Securities
         Exchange Act of 1934 and 18 U.S.C. Section 1350.


<PAGE>




                           SIGNATURES


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.


                              IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
                              (A Delaware Limited Partnership)

Date: November 9, 2005          By:  Iroquois Pipeline Operating Company,
                                   as its Agent

                                   /S/ E.J. Holm
                                    _________________
                                   E.J. Holm
                                   President


                                   /S/ Paul Bailey
                                    _________________
                                   Paul Bailey
                                   Vice President & Chief Financial Officer