<PAGE>
              UNITED STATES SECURITIES AND EXCHANGE
                           COMMISSION
                     WASHINGTON, D.C. 20549
                            FORM 10-Q




QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002




                 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 [ ]




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         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, 2002 and 2001            3
       Consolidated Balance Sheets - March 31, 2002
          and December 31, 2001                                 4
       Consolidated Statements of Cash Flows -
          Three Months Ended March 31, 2002 and 2001            5
       Consolidated Statement of Changes in Partners'
          Equity - Three Months Ended March 31, 2002            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

PART II.  OTHER INFORMATION

   ITEM 1.  Legal Proceedings                                  10




<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
                                      2002      2001


                                  <c>       <c>
OPERATING REVENUES, NET              $32,882   $34,004

OPERATING EXPENSES
 Operation and maintenance             5,520     4,350
 Depreciation and amortization         5,890     5,908
 Taxes other than income taxes         2,781     2,754

   Operating expenses                 14,191    13,012

OPERATING INCOME                      18,691    20,992

OTHER INCOME/(EXPENSES)                  440       509

INTEREST EXPENSE, NET                  5,869     7,951

INCOME BEFORE TAXES                   13,262    13,550

PROVISION FOR TAXES                    5,314     5,493

NET INCOME                             7,948     8,057

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


<PAGE>

<TABLE>
            PART I. FINANCIAL INFORMATION (Continued)

            ITEM 1. FINANCIAL STATEMENTS (Continued)

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
                   CONSOLIDATED BALANCE SHEETS
                         (In Thousands)

<CAPTION>
                                             March 31,   December 31,
ASSETS                                         2002           2001
                                            (Unaudited)

                                          <c>           <c>
CURRENT ASSETS
 Cash and temporary cash investments         $   28,263    $  21,715
 Accounts receivable - trade                      7,003        6,480
 Accounts receivable - affiliates                 4,938        5,267
 Other current assets                             2,377        3,505
   Total Current Assets                          42,581       36,967

NATURAL GAS TRANSMISSION PLANT
 Natural gas plant in service                   777,945      776,961
 Construction work in progress                   43,762       40,659
                                                821,707      817,620
 Accumulated depreciation and amortization     (290,199)    (284,401)
   Net Natural Gas Transmission Plant           531,508      533,219

OTHER ASSETS AND DEFERRED CHARGES
 Regulatory assets - income tax related          13,387       13,298
 Regulatory assets - other                        1,803        1,850
 Other assets and deferred charges                5,787        6,411

   Total Other Assets and Deferred Charges       20,977       21,559

   TOTAL ASSETS                              $  595,066   $  591,745

LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                            $    2,339   $    7,655
 Accrued interest                                 7,274        2,909
 Current portion of long-term debt               22,222       22,222
 Accrued property tax                             1,579        4,001
 Other current liabilities                        2,229        3,377
   Total Current Liabilities                     35,643       40,164

LONG-TERM DEBT                                  338,889      344,444

OTHER NON-CURRENT LIABILITIES
 Unrealized loss-interest rate hedge, net of tax  1,416        1,783
 Other                                            1,337        1,292
   Total Other Non-Current Liabilities            2,753        3,075

AMOUNTS EQUIVALENT TO DEFERRED INCOME TAXES
  Generated by Partnership                       90,913       88,623
  Payable by Partners                           (77,526)     (75,325)
   Total Amounts Equivalent to Deferred
   Income Taxes                                  13,387       13,298
Commitments and Contingencies
Total Liabilities                               390,672      400,981
Partners' Equity                                204,394      190,764

   TOTAL LIABILITIES AND PARTNERS' EQUITY    $  595,066   $  591,745

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</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,
                                                        2002      2001

                                                  <c>        <c>
OPERATING ACTIVITIES:
 Net Income                                          $  7,948   $  8,057
 Adjusted for the following:
   Depreciation and amortization                        5,890      5,908
   Allowance for equity funds used during construction   (359)       (53)
   Deferred regulatory asset-income tax related           (89)      (162)
   Amounts equivalent to deferred income taxes             89        162
   Income and other taxes payable by partners           5,314      5,493
   Other assets and deferred charges                      624        379
   Other non-current liabilities                           45         -

   CHANGES IN WORKING CAPITAL:
      Accounts receivable                                (194)     1,731
      Other current assets                              1,128        723
      Accounts payable                                 (5,316)    (1,849)
      Accrued interest                                  4,365      4,364
      Other current liabilities                        (3,569)    (3,162)

NET CASH PROVIDED BY OPERATING ACTIVITIES              15,876     21,591
INVESTING ACTIVITIES:
  Capital expenditures                                 (3,772)    (1,393)
     NET CASH USED IN INVESTING ACTIVITIES             (3,772)    (1,393)

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

NET INCREASE IN CASH AND TEMPORARY
    CASH INVESTMENTS                                    6,548     14,642

CASH AND TEMPORARY CASH INVESTMENTS AT
    BEGINNING OF YEAR                                  21,715     25,013

CASH AND TEMPORARY CASH INVESTMENTS AT
    END OF PERIOD                                    $ 28,263   $ 39,655

Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest                             $  1,780   $  3,478

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</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, 2002
                         (In Thousands)
                           (Unaudited)




                                            <c>
PARTNERS' EQUITY
BALANCE AT DECEMBER 31, 2001                   $190,764

Year-to-date net income                           7,948

Taxes payable by Partners                         5,314

Other comprehensive income, net of tax              368

PARTNERS' EQUITY
BALANCE AT MARCH 31, 2002                      $204,394

<FN>
The accompanying notes are an integral part of this consolidated
                      financial statement.
</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., (Iroquois or Company) 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.  However, the Company believes that the
disclosures are adequate to make the information presented not misleading.
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 for the year ended December 31, 2001 (Iroquois' Form 10-K).

The preparation of financial statements in conformity with generally accepted
accounting principles 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. Comprehensive income consisted of the following:
<TABLE>
<CAPTION>
(in thousands)                                           Three months ended
                                                              March 31
                                                            2002    2001

                                                         <C>    <C>
Net income                                                $ 7,948  $ 8,057
Other comprehensive loss
   Unrealized loss on interest rate hedge, net of tax      (1,416)  (1,532)

Comprehensive income                                      $ 6,532   $ 6,525
</TABLE>

<PAGE>




PART I. FINANCIAL INFORMATION - (Continued)

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

Overview
The Company owns an interstate natural gas pipeline system extending from the
United States-Canada border near Waddington, New York through Connecticut to
South Commack, Long Island, New York.  Iroquois' pipeline system commenced
full operations on January 25, 1992, and is operated by the Company's wholly
owned subsidiary, Iroquois Pipeline Operating Company.
During the later part of 1999, the Company held negotiations with its
shippers, which led to the settlement of certain remaining issues from
previous rate cases (The Settlement), and which received Federal Energy
Regulatory Commission (FERC or Commission) approval on February 10, 2000.
The Settlement provides for a schedule of rate reductions through the year
2003, generally precludes additional rate cases during this period initiated
by Iroquois or any settling party and resolves all rate matters outstanding
from the Company's previous two rate cases.

Results of Operations
The components of Operating Revenues and Volumes Transported for the three
months ended March 31, 2002 and 2001 are provided in the following table:
<TABLE>
<CAPTION>
                                      Three months ended
Revenues and Volumes Delivered             March 31,
                                         2002    2001
<S>                                     <C>     <C>
Revenues (dollars in millions)
Long-term firm reserved service         $ 30.3  $ 30.3
Short-term firm/interruptible/other(1)     2.6     3.7
Total revenues                          $ 32.9  $ 34.0

Volumes delivered (million dekatherms)
Long-term firm reserved service           76.5    72.4
Short-term firm/interruptible/other       10.9    16.5
Total volumes delivered                   87.5    88.9
____________________
(1)Other revenue includes deferred asset surcharges, park and loan service
revenue and marketing fees.
</TABLE>

The Company receives revenues under long-term firm reserved transportation
service contracts with shippers in accordance with service rates approved by
the FERC.  The Company also has interruptible transportation service revenues
which, although small relative to overall revenues, are at the margin and
thus can have a significant impact on net income.  Such revenues include
short-term firm reserved transportation service contracts of less than one-
year term as well as standard interruptible transportation service contracts.
While it is common for pipelines to have some form of required revenue
sharing of their interruptible transportation service revenues with long-term
firm reserved service shippers, Iroquois does not.  However, there can be no
assurance that this will be the case in the future.

Three months ended March 31, 2002 compared to the three months ended March
31, 2001

Revenues.  Total revenues for the three months ended March 31, 2002 decreased
$1.1 million or 3.2% compared to the three months ended March 31, 2001.  The
decrease in short-term firm/interruptible/other revenues of $1.1 million can
be attributed primarily to decreased volumes due to weather that was warmer
than normal in 2002 and the consequent decrease in demand for natural gas.
Long-term firm revenues for the three months ended March 31, 2002 are
consistent with 2001 revenues, despite the rate decrease effective January 1,
2002 of approximately .243 cents per Dekatherm.  The rate decrease was offset
by increased volumes due to new long-term firm contracts in place in the
first quarter of 2002.

Operation and Maintenance Expense.  The Operation and Maintenance expense
category includes operating, maintenance and administrative (OM&A) expenses
for the Company's corporate office in Shelton and field support for the
mainline, metering and compression facilities. OM&A expense increased $1.2
million for the three months ended March 31, 2002 compared to the three
months ended March 31, 2001, primarily due to increased payroll and benefits
expense for the current period compared to the same period last year.
Taxes Other than Income Taxes.  Taxes other than income taxes encompass
property and school taxes paid to various jurisdictions for mainline,
metering and compression facilities along the pipeline system of Iroquois.
These taxes have remained stable for the three months ended March 31, 2002
compared to the three months ended March 31, 2001.

Other income/(expenses) includes certain investment income and the net of
income and expense adjustments not recognized elsewhere.  Other
income/(expenses) decreased $0.1 million for the three months ended March 31,
2002 as compared to the same period in 2001.  The decrease was due to a
decrease in interest income of approximately $0.4 million primarily due to a
decrease in the interest rate realized from investments as well as lower
average cash balances during 2002.  The decrease in interest income was
partially offset by an $0.3 million increase in the allowance for equity
funds used during construction (equity AFUDC).  The increase in the equity
AFUDC primarily relates to Iroquois' expenditures for the Eastchester/New
York City extension (Eastchester Project).

Interest Expense.  Interest expense decreased $2.1 million for the three
months ended March 31, 2002 compared to the three months ended March 31,
2001.  This decrease primarily reflects a lower average long-term debt
balance due to scheduled debt repayments and lower interest rates on floating
rate debt.

Provision for taxes.  Income tax expense decreased approximately $0.2 million
for the three months ended March 31, 2002 as compared to the same period in
2001.  This decrease is due primarily to a decrease in taxable income.

Liquidity and capital resources
Capital expenditures for the first three months of 2002 were $3.8 million
compared to $1.4 million in 2001 reflecting an increased level of
construction activity over the period.  Capital expenditures for both 2001
and 2002 related primarily to the Eastchester Project, various general plant
purchases and other minor projects.

Cash flow (defined as net income adjusted for non-cash items such as
depreciation and deferred income taxes) represents the cash generated from
operations available for capital expenditures, partner distributions and
other operational needs.  Net cash provided by operating activities decreased
by $5.7 million for the first quarter of 2002, as compared to the same period
in 2001, primarily due to higher year-end accounts payable balances relating
to the Eastchester Project.

Iroquois is party to a $10 million revolving line of credit to support
working capital requirements.  Funds may be borrowed on a short-term basis at
variable rates.  As of December 31, 2001 and March 31, 2002 there were no
borrowings outstanding under this facility.

Total capital expenditures for 2002 are estimated to be approximately $148.7
million, including approximately $134.4 million for the Eastchester Project.
The remaining capital expenditures planned for 2002 are for construction of a
meter station and tap, two compressor stations and various general plant
purchases and other minor projects.  Iroquois currently anticipates funding
its 2002 capital expenditures by using internal sources and through the
issuance of additional indebtedness and/or capital contributions by its
partners in accordance with the partnership agreement.

At March 31, 2002, the Company 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.  Iroquois
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 FERC; competitive conditions in the marketplace; changes in
the receptivity of the financial markets to Iroquois or other oil and gas
credits 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 Iroquois'
Annual Report on Form 10-K, which is on file with the United States
Securities and Exchange Commission.






<PAGE>

           PART I. FINANCIAL INFORMATION - (Concluded)

  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                              RISK

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY


   The Company's interest rate exposure results from the portion of its
consolidated debt portfolio subject to variable rates.  To mitigate potential
fluctuations in interest rates, the Company maintains a significant portion
of its consolidated debt portfolio in fixed rate debt.  As of March 31, 2002,
the Company had $161.1 million of variable rate debt outstanding.  Holding
other variables constant, including levels of indebtedness, a one percentage
point increase in interest rates would impact pre-tax earnings by
approximately $1.2 million.  The Company also uses interest rate swap
agreements to manage its level of exposure to interest rate changes.  For a
further discussion about the Company's interest rate swaps, see Iroquois'
Form 10-K, Note 3 to Item 1, Financial Statements.

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 II. OTHER INFORMATION

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY


ITEM 1. Legal Proceedings

A description of the Company's legal proceedings is contained in the
Company's annual report on Form 10-K for the year ended December 31, 2001.

On April 8, 2002 Iroquois filed a motion to consolidate its Eastern Long
Island project with Islander East Pipeline Company, L.L.C.'s (Islander East)
application pending at the Commission and to convene a comparative
evidentiary hearing on the two projects.  Iroquois argued in the motion that
because the two projects would transport gas from the same supply sources to
the same limited market area on Long Island, the two projects are mutually
exclusive and should be considered jointly by the Commission.  Iroquois'
motion also supported a similar request made by the Connecticut Attorney
General.  Iroquois' request for consolidation, which has been opposed by
Islander East and certain other parties, remains pending before the
Commission.

No further material legal proceedings or material developments occurred since
December 31, 2001.

ITEMS 2-6 are not applicable.



<PAGE>

                           SIGNATURES


   Pursuant to the requirements of the Securities and 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:  (May 13, 2002)  By:  Iroquois Pipeline Operating Company,
                                   as its Agent

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