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 June 30, 2004

                             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 six months ended June 30, 2004 and 2003. Iroquois
previously did not 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 which is inconsistent with the
requirements of SFAS No. 95, "Statement of Cash Flows". This error resulted in
an over/understatement of cash flows from investing activities with an equal
over/understatement of cash flows from operating activities. This restatement
did not impact the Partnership's previously reported balance sheets or
statements of income.

Based on the Public Company Accounting Oversight Board's definition of "material
weakness," restatement of financial statements included in prior filings with
the SEC 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 June 30, 2004. 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 Statements

     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 June 30, 2004 and 2003 and
          Six Months Ended June 30, 2004 and 2003               1
       Consolidated Balance Sheets - June 30, 2004
          and December 31, 2003                                 2
       Consolidated Statements of Cash Flows -
          Six Months Ended June 30, 2004 and 2003               3
       Consolidated Statement of Changes in Partners'
          Equity - Six Months Ended June 30, 2004               4
       Notes to Consolidated Financial Statements               6

   ITEM 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations     13

   ITEM 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                       17

   ITEM 4.  Controls and Procedures                            18


PART II.  OTHER INFORMATION

   ITEM 1.  Legal Proceedings                                  18
   ITEM 6.  Exhibits and Reports on Form 8-K                   23
   Signatures                                                  24


<PAGE>


                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

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


                                  Three Months Ended        Six Months Ended
                                       June 30                  June 30
                                   2004      2003           2004      2003


OPERATING REVENUES, NET           $36,288   $30,913        $75,607   $68,528

OPERATING EXPENSES
 Operation and maintenance          6,829     6,348         12,716    12,069
 Depreciation and amortization      8,098     6,007         15,481    12,021
 Taxes other than income taxes      3,150     2,858          6,441     6,014

   Operating expenses              18,077    15,213         34,638    30,104

OPERATING INCOME                   18,211    15,700         40,969    38,424

OTHER INCOME/(EXPENSES)
Interest Income                        59        69            127       120
Allowance for equity funds
  used during construction             --     2,045          1,123     3,460
 Other, net                           (42)      (31)           (46)      (36)
    Other income/(expenses)            17     2,083          1,204     3,544

INTEREST EXPENSE
Interest Expense                    8,319     8,286         16,663    16,532
 Allowance for borrowed funds
  used during construction             --    (1,949)        (1,070)   (3,601)
 Interest Expense, Net              8,319     6,337         15,593    12,931

INCOME BEFORE TAXES                 9,909    11,446         26,580    29,037

PROVISION FOR TAXES                 3,986     4,553         10,821    11,555

NET INCOME                          5,923     6,893         15,759    17,482


       The accompanying notes are an integral part of these consolidated
                              financial statements.


                                       1
<PAGE>


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

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

                                               June 30,    December 31,
ASSETS                                           2004          2003

CURRENT ASSETS
 Cash and temporary cash investments          $  35,612    $  36,344
 Accounts receivable - trade, net                 5,506        7,080
 Accounts receivable - affiliates                 5,863        5,495
 Other current assets                             5,830        6,413
   Total Current Assets                          52,811       55,332

NATURAL GAS TRANSMISSION PLANT
 Natural gas plant in service                 1,096,564      802,220
 Construction work in progress                    5,695      280,528
                                              1,102,259    1,082,748
 Accumulated depreciation and amortization     (338,631)    (323,405)
   Natural Gas Transmission Plant, Net          763,628      759,343

OTHER ASSETS AND DEFERRED CHARGES
 Regulatory assets - income tax related          19,932       19,174
 Regulatory assets - other                        1,379        1,473
 Other assets and deferred charges               12,122       13,383

   Total Other Assets and Deferred Charges       33,433       34,030

   TOTAL ASSETS                               $ 849,872    $ 848,705

LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                             $   8,013    $  21,424
 Accrued interest                                 4,613        4,626
 Current portion of long-term debt               32,222       32,222
 Other current liabilities                        5,686        7,425
   Total Current Liabilities                     50,534       65,697

LONG-TERM DEBT                                  436,667      447,778

OTHER NON-CURRENT LIABILITIES
 Unrealized loss-interest rate hedge, net of tax  2,230        3,263
 Other                                            1,925        1,821
   Total Other Non-Current Liabilities            4,155        5,084

AMOUNTS EQUIVALENT TO DEFERRED INCOME TAXES
  Generated by Partnership                      141,639      122,220
  Payable by Partners                          (121,707)    (103,046)
  Related to Other Comprehensive Income          (1,259)      (1,671)
   Total Amounts Equivalent to Deferred
   Income Taxes                                  18,673       17,503
Commitments and Contingencies                       -            -
Total Liabilities                               510,029      536,062
Partners' Equity                                339,843      312,643

   TOTAL LIABILITIES AND PARTNERS' EQUITY     $ 849,872    $ 848,705


       The accompanying notes are an integral part of these consolidated
                              financial statements.


                                       2
<PAGE>


                    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)

                                                         Six Months Ended
                                                              June 30,
                                                          2004      2003
                                                        RESTATED   RESTATED

OPERATING ACTIVITIES:
 Net Income                                             $ 15,759   $ 17,482
 Adjusted for the following:
   Depreciation and amortization                          15,481     12,021
   Allowance for equity funds used during construction    (1,123)    (3,460)
   Deferred regulatory asset-income tax related             (758)    (1,788)
   Amounts equivalent to deferred income taxes               758      1,788
   Income and other taxes payable by partners             10,821     11,555
   Other assets and deferred charges                       1,213      1,091
   Other non-current liabilities                             104       (142)

   CHANGES IN WORKING CAPITAL:
      Accounts receivable                                  1,206      1,613
      Other current assets                                   583      1,159
      Accounts payable                                      (466)      (423)
      Accrued interest                                       (13)    (2,033)
      Other current liabilities                           (1,739)    (1,379)

NET CASH PROVIDED BY OPERATING ACTIVITIES                 41,826     37,484

INVESTING ACTIVITIES:
  Capital expenditures                                   (31,447)   (89,961)
     NET CASH USED IN INVESTING ACTIVITIES               (31,447)   (89,961)

FINANCING ACTIVITIES:
  Long-term debt borrowings                                   --     65,000
  Repayments of long-term debt                           (11,111)   (11,111)
     NET CASH (USED FOR)/PROVIDED BY
        FINANCING ACTIVITIES                             (11,111)    53,889

NET (DECREASE)/INCREASE IN CASH AND TEMPORARY
    CASH INVESTMENTS                                        (732)     1,412

CASH AND TEMPORARY CASH INVESTMENTS AT
    BEGINNING OF YEAR                                     36,344     21,620

CASH AND TEMPORARY CASH INVESTMENTS AT
    END OF PERIOD                                       $ 35,612   $ 23,032

Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest                                $ 15,862   $ 17,750

Accounts payable accruals for capital
   expenditures                                         $  7,652   $  9,530


       The accompanying notes are an integral part of these consolidated
                              financial statements.


                                       3
<PAGE>


                    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 Six Months Ended June 30, 2004
                                 (In Thousands)
                                   (Unaudited)




PARTNERS' EQUITY
BALANCE AT DECEMBER 31, 2003                   $312,643

Year-to-date net income                          15,759

Taxes payable by Partners                        10,821

Other comprehensive income, net of tax              620

PARTNERS' EQUITY
BALANCE AT JUNE 30, 2004                       $339,843


        The accompanying notes are an integral part of this consolidated
                              financial statement.


                                       4
<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. However, the Partnership 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, 2003, referred to herein as Iroquois' Form 10-K.

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.

2004 Restatement

The consolidated statements of cash flows for the six months ended June 30, 2004
and 2003 have been restated. The Partnership previously did not 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 which is inconsistent with the requirements of SFAS No. 95, "Statement of
Cash Flows". This error resulted in an over/understatement of cash flows from
investing activities with an equal over/understatement of cash flows from
operating activities. This restatement did not impact the Partnership's
previously reported balance sheets or statements of income.

The following table sets forth the effects of the restatement on certain line
items within the Partnership's previously reported consolidated statement of
cash flows for the six months ended June 30, 2004:

(in thousands)
                                               As
                                           Originally                 As
                                            Reported   Adjustment   Restated

Changes in working capital -
  accounts payable                         $(13,411)    $ 12,945    $   (466)

Net cash provided by operating
  activities                               $ 28,881     $ 12,945    $ 41,826

Cash flows from investing activities -
  capital expenditures                     $(18,502)    $(12,945)   $(31,447)

Net cash used in investing activities      $(18,502)    $(12,965)   $(31,447)

Accounts payable accruals for capital
  expenditures                             $     --     $  7,652    $  7,652


The following table sets forth the effects of the restatement on certain line
items within the Partnership's previously reported consolidated statement of
cash flows for the six months ended June 30, 2003:

(in thousands)
                                               As
                                           Originally                 As
                                            Reported   Adjustment   Restated

Changes in working capital -
  accounts payable                         $  (6,834)   $   6,411   $   (423)

Net cash provided by operating
  activities                               $  31,073    $   6,411   $ 37,484

Cash flows from investing activities -
  capital expenditures                     $ (83,550)   $  (6,411)  $(89,961)

Net cash used in investing activities      $ (83,550)   $  (6,411)  $(89,961)

Accounts payable accruals for capital
  expenditures                             $     --     $   9,530   $  9,530


2. Comprehensive income consisted of the following:


(in thousands)                         Three months ended    Six months ended
                                           June 30,              June 30,
                                         2004    2003         2004     2003

Net income                              $5,923  $6,893       $15,759  $17,482
Other comprehensive income/(loss)
   Unrealized income/(loss)on interest
   rate hedge, net of tax                  668     (75)          620       50

Comprehensive income                    $6,591  $6,818       $16,379  $17,532


3. Retirement Benefit Plans:

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


(in thousands)
                                       Three months ended    Six months ended
                                             June 30,            June 30,
                                          2004      2003      2004      2003

Service Cost                             $ 200     $ 203     $ 420     $ 406
Interest Cost                               77        62       154       124
Expected return on plan assets             (88)      (61)     (176)     (122)
Amortization of prior service cost           3         3         6         6
Recognition of net actuarial loss           15        14        30        28

Net periodic pension cost                $ 207     $ 221     $ 434     $ 442

Note 10 of the Notes to Consolidated Financial Statements in Iroquois' December
31, 2004 Form 10-K discusses the Partnership's expected contribution to its
pension plans. For the six months ended June 30, 2004, $1.4 million of
contributions have been made to its pension plans including $1.2 million for the
three months ended June 30, 2004.


                                       5
<PAGE>


4.  Commitments and Contingencies:

Eastchester-Horizon Suit

On January 20, 2004, Horizon Offshore Contractors, Inc. ("Horizon") filed a
complaint against the Partnership and its operating company, Iroquois Pipeline
Operating Company ("IPOC") in the Supreme Court of the State of New York, New
York County (Index No. 04/600140). The complaint alleges that the Partnership
wrongfully terminated its agreement with Horizon to perform the Eastchester
construction work in Long Island Sound and that the Partnership committed other
breaches of such agreement in conjunction with the Eastchester construction
work. The complaint seeks damages in excess of $40 million. On April 7, 2004,
the Partnership filed in such court proceeding an amended answer and
counterclaims against Horizon totaling in excess of $66 million. Given the
preliminary stage of this matter, the Partnership is unable at this time to
assess the likelihood of a favorable or unfavorable outcome and/or the amount or
range of recovery or loss, if any, resulting from Horizon's claims and the
Partnership's counterclaims.

Cal Dive International, Inc.

On March 1, 2004 and in a duplicate filing on March 9, 2004, Cal Dive
International, Inc. ("Cal Dive") filed a Mechanic's Lien totaling $3.3 million
in the offices of the Clerk of Bronx and Suffolk Counties, respectively. Cal
Dive was in privity with Horizon Offshore Contractors, Inc. ("Horizon") and
provided services to Horizon during the Eastchester construction work. The
Partnership instructed Horizon to address the lien notice pursuant to its
contractual obligations. The Partnership also demanded further information from
Cal Dive on the particulars of its lien. The Partnership does not believe it
owes Cal Dive any monies and plans to vigorously contest the validity of the
liens. Furthermore, the Partnership, on April 1 and April 5, 2004 in compliance
with Section 6.2(c)(ii) of its Second Supplemental Indenture, dated August 13,
2003, posted bonds to discharge the Mechanic's Liens.

Tom Allen Construction Partnership

On June 14, 2004, Tom Allen Construction Partnership ("Tom Allen"), another of
Horizon's subcontractors for the Eastchester project, filed a complaint against
Horizon and Iroquois in the Supreme Court of the State of New York, New York
County. Tom Allen was responsible for performing the directional drills at
Northport and Hunts Point. Tom Allen is claiming that it has not been paid for
work associated with a failed directional drill at Hunt's Point and is seeking
$5.6 million in damages from Horizon and Iroquois. Iroquois served an Answer to
the complaint and various discovery demands on July 30, 2004.

Weeks Marine, Inc.

On July 21, 2004 Weeks Marine Inc. ("Weeks"), another of Horizon's
subcontractors for the Eastchester project, filed a complaint against Horizon
and Iroquois in the Supreme Court of the State of New York, New York County.
Weeks was responsible for certain marine construction operations including
dredging, rock placement, fabric placement and associated activities along the
Eastchester project. Weeks Marine is claiming that it has not been paid for work
associated with the marine portion of the Eastchester project and is seeking
$18.5 million in damages from Horizon and Iroquois. Iroquois is in the process
of preparing an Answer to the complaint.


                                       6
<PAGE>


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

On January 28, 2004, Anthony Capobianco filed a complaint against Iroquois Gas
Transmission System, L.P., Iroquois Pipeline Operating Partnership and
Consolidated Edison Partnership 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 Partnership, Inc. ("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 $10.0 million. The Partnership
has notified its insurance carriers and an answer has been filed to the
complaint. 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. However, Hallen's insurer has agreed to indemnify and defend Iroquois
in this action up to the $2 million limit of its insurance policy. The parties
are in the process of documenting this agreement.

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., a subcontractor of the Partnership's general contractor, Horizon Offshore
Contractors, Inc.

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 (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 are claiming 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 addition to the foregoing, the Partnership has been advised that the Town of
Huntington, New York may assert a claim against the Partnership alleging
violations of certain municipal ordinances on the basis of a claim that
dielectric fluid was released from the cable as a result of the incident.

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 subcontractors' negligence. As
required by the contract, Horizon named the Partnership as an additional named
insured under Horizon's policies of insurance. The Partnership


                                       7
<PAGE>


understands that it is covered under Horizon's policies to the extent that
Horizon has assumed liability to the Partnership under the contract. Based on
Horizon's subcontracts with Thales and Cal Dive, the Partnership may also be
entitled to coverage as an additional insured party under those parties'
policies of insurance. In addition, Thales's underwriters have agreed to
indemnify the Partnership in accordance with the indemnity provision in the
Horizon/Thales contract, including indemnity for the Partnership's attorneys'
fees incurred to date and going forward. This indemnity is subject to the
policies' terms and limit of $10 million. The Partnership further believes it is
adequately insured by its own insurers. Therefore, based on its initial
investigation, the Partnership's management believes that this matter will not
have a material adverse effect on the Partnership's financial condition or
results of operations.

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. Pursuant to 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, although this matter is also still subject to
further investigation. 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 is
currently investigating the applicability of all 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, the "Y-49 Cable Interests") also have filed claims
in the limitation action


                                       8
<PAGE>


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 have filed motions to transfer the Texas
action to the United States District Court for the Eastern District of New York.
Thales has 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 recently have filed
cross claims against the Partnership alleging claims under the Crossing
Agreement and in common law tort.

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 and the Partnership's investigation in this matter is
ongoing. 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.

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

FERC Docket No. RP04-136-000

On January 2, 2004 the Partnership filed a Section 4 rate change proceeding,
consistent with the settlement in Docket No. RP03-589, limited to rates for
service on the Eastchester Extension Project as certificated by FERC in Docket
No. CP00-232. The Eastchester Project was in-service on February 5, 2004. The
Partnership proposed a rate of $0.8444 per Dth on a 100% load-factor basis (as
compared with the Partnership's existing 100% load-factor inter-zone rate of
$0.4234 per Dth, which will serve as the initial rate per the certificate
order). The increased rate reflects, among other things, an increase in plant
costs from the certificate estimate of $210 million to a level of approximately
$334 million. The higher plant costs are the result of a number of factors,
including delays in obtaining construction permits and authorizations;
unanticipated environmental costs; a failed directional drill; higher than
expected labor costs; and construction incidents associated with constructing
the Project in a highly congested marine


                                       9
<PAGE>


corridor. Various customers filed motions in response to the Partnership's
requested rate change. On January 30, 2004 the FERC issued an order accepting
the rates and making them effective July 1, 2004, subject to refund and subject
to the outcome of hearings. On February 17, 2004, a pre-hearing conference
before the FERC resulted in a procedural schedule outlining the various phases
of the Partnership's rate filing proceeding with an anticipated final order due
by the end of the second quarter of 2005.

On June 15 and July 8, 2004, settlement conferences were convened at the FERC's
offices to attempt to negotiate a settlement of the issues in the rate case. As
a result of those conferences, the parties reached a settlement in principle of
all issues that the Partnership believes is either supported or not opposed by
all participants to the proceeding. On July 15, 2004 Iroquois submitted a motion
to the Presiding Administrative Law Judge to suspend the procedural schedule to
allow the parties to formalize the settlement agreement; such motion was granted
by the judge on July 16. Following additional discussions and negotiations with
the parties, Iroquois submitted a comprehensive settlement agreement on August
12, 2004. The settlement agreement, if approved, would provide for recourse
rates of $0.66 per dth for the period July 1, 2004 through December 31, 2007 and
$0.635 per dth for the period January 1, 2008 through December 31, 2011. In
addition, Iroquois will not include in future rates any future legal fees
(incurred after June 30, 2004) incurred in litigation regarding construction
incidents associated with the original Eastchester Project. A moratorium on rate
changes, as spelled out more fully in the settlement agreement, would also be in
effect through December 31, 2011. That settlement agreement is pending before
the FERC, and Iroquois anticipates that it will be supported or not opposed by
all participants to the proceeding.

In addition to settling the Eastchester recourse rates as set forth above,
Iroquois has also entered into negotiated rate agreements with all of the
initial shippers on the Eastchester Extension Project. The negotiated rates on a
100% load-factor equivalent basis range between $0.47 and $0.59 per dth
depending on whether the agreement was signed pre or post construction and the
length of the negotiated contract.

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).

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 July 27, 2004, NEGT issued a press release announcing a proposed sale of its
indirect equity interest in the IGTS Partnership to Denali Power, LLC, as part
of a sale of a portfolio of assets. NEGT's indirect interest is held through
JMC-Iroquois, Inc. and Iroquois Pipeline Investment, LLC, both of


                                       10
<PAGE>


which represent a 5.77% interest in the Partnership. According to NEGT, the
transaction is expected to close in the first quarter of 2005 and is subject to
a further auction process as well as bankruptcy court, regulatory and third
party approvals.

FERC Order No. 2004

On November 25, 2003 the FERC issued Order No. 2004 in FERC Docket No. RM01-10.
According to the FERC, Order No. 2004 adopts new standards of conduct that apply
uniformly to interstate natural gas pipelines and public utilities and that
replace standards of conduct currently in effect. The standards of conduct are
designed to ensure that transmission providers do not provide preferential
access to service or information to affiliated entities. Under the schedule
adopted by the FERC, on February 9, 2004 the Partnership submitted its plan and
schedule for implementing Order No. 2004. As required by said schedule, on June
1, 2004 the Partnership posted its revised standards of conduct on its internet
website, identifying the procedures established for implementing the FERC's
requirements. Additionally, by September 22, 2004, the Partnership is required
to develop a written procedure implementing its standards of conduct and train
all employees subject to the standard. Management does not believe that the
requirements of Order No. 2004 will have a material impact on the Partnership.

Athens Project (FERC Docket No. CP02-20-000)

On November 8, 2001, the Partnership filed an application with the FERC to
construct and operate its "Athens Project". Under this proposal, the Partnership
would construct a second compressor unit at its existing Athens, New York
compressor station. The facilities are designed to provide up to 70 MDth/d of
firm transportation to Athens Generating Company, L. P. ("Athens Generating")
with whom the Partnership has executed a firm transportation agreement for this
service. On June 3, 2002, the FERC issued a certificate authorizing the
Partnership to construct the Athens Project facilities. However, the Partnership
anticipated having adequate capacity on its system to serve the initial 70
MDth/d transportation needs of the Athens Generating facility. As a result of
this evaluation, capacity was made available on an interim basis, allowing the
Partnership to defer the commencement of construction of the Athens Project. By
letter dated April 22, 2003, the Partnership requested a 1-year extension from
the FERC of the deadline for completion of construction of the Athens Project,
or until December 3, 2004. On May 14, 2003, the FERC granted the Partnership's
request for the 1-year extension. As of June 30, 2004, the Partnership had
incurred approximately $1.9 million in construction expenditures related to the
Athens Project which is reflected on the balance sheet of the Partnership as
Construction work in progress. The Partnership continues to market this project
to potential customers and also continues to evaluate its feasibility.

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 has determined
that a temporary deferral of the construction of the Brookfield Project is
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 Partnership plans, however, to continue to work directly with Astoria
regarding its future natural gas transportation requirements pending


                                       11
<PAGE>


Astoria's financing of its proposed electric generating facility for which it
has a power purchase agreement with Consolidated Edison Partnership of New York,
Inc.

The other original Brookfield Project shipper, PPL Energy Plus, LLC, or PPL, has
also elected to terminate its precedent agreement, and the Partnership is
currently remarketing the Brookfield Project capacity entitlement relinquished
by PPL to other potential shippers. Additionally, the Partnership is exploring
other services and products that may negate the need to find a replacement
shipper. As of June 30, 2004, 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 at 60 High Meadow
Road, 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. Site
remediation is not expected to have a material adverse impact on the
Partnership's operating results or financial condition. The Connecticut
Department of Environmental Protection is currently reviewing the project's site
remediation plan and scope of work schedule.


                                       12
<PAGE>


                  PART I. FINANCIAL INFORMATION - (Continued)

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

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.

Results of Operations

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


                                      Three months ended     Six months ended
Revenues and Volumes Delivered              June 30,              June 30,
                                          2004    2003          2004    2003

Revenues (dollars in millions)
Long-term firm reserved service          $ 33.1  $ 28.1        $ 66.9  $ 59.0
Short-term firm/interruptible/other (1)     3.2     2.8           8.7     9.5
Total revenues                           $ 36.3  $ 30.9        $ 75.6  $ 68.5

Volumes delivered (million dekatherms)
Long-term firm reserved service            70.0    69.0         147.0   141.3
Short-term firm/interruptible/other (1)    17.4     9.9          34.2    31.6
Total volumes delivered                    87.4    78.9         181.2   172.9


----------

(1)  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.


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. However, there can be no assurance
that this will be the case in the future.


                                       13
<PAGE>


Three-month period ended June 30, 2004 compared to the three-month period ended
June 30, 2003.

Revenues. Total revenues increased $5.4 million, or 17.5%, to $36.3 million for
the three-month period ended June 30, 2004 from $30.9 million for the
three-month period ended June 30, 2003.

Long term firm reserved service revenues increased $5.0 million, or 17.8%, to
$33.1 million for the three months ended June 30, 2004 from $28.1 million for
the same period in 2003. This increase was primarily due to additional
Eastchester revenues of $5.4 million due to the February 5, 2004 in-service date
of the Eastchester Extension, and $1.4 million of revenues attributable to the
commencement of the Athens contract in September of 2003. These increases were
partially offset by decreased long term firm reserved service of $1.4 million
primarily due to the loss of the firm revenue stream associated with US Gen New
England, which filed for bankruptcy in 2003. Portions of the US Gen New England
volumes were re-contracted under short-term contracts.

Short-term firm/interruptible/other revenues increased $0.4 million, or 14.3%,
to $3.2 million for the three-month period ended June 30, 2004 from $2.8 million
for the same period in 2003, primarily due to higher volumes associated with
increased market demand for natural gas during the three-month period ended June
30, 2004 as compared to the same period in 2003.

Operation and maintenance expense includes operating, maintenance and
administrative expenses for the Partnership's corporate office in Shelton,
Connecticut and field support for the mainline, metering and compression
facilities. Operation and maintenance expense increased $0.5 million, or 7.9%,
to $6.8 million for the three-month period ended June 30, 2004 from $6.3 million
for the three-month period ended June 30, 2004, primarily due to an increase in
regulatory expenses and employee benefit costs.

Depreciation and Amortization. Depreciation and amortization increased $2.1
million, or 35.0%, to $8.1 million for the three-month period ended June 30,
2004 from $6.0 million for the same period in 2003, primarily due to the
February 5, 2004 in-service date of 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 $2.1 million, or 100%, for the three-month
period ended June 30, 2004 as compared to the three-month period ended June 30,
2003 primarily due to a decrease in the allowance for equity funds used during
construction ("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 $2.0 million, or 31.8%,
to $8.3 million for the three-month period ended June 30, 2004 from $6.3 million
for the three-month period ended June 30, 2003 primarily due to a decrease in
interest expense capitalized, related to the February 5, 2004 in-service date of
the Partnership's Eastchester Extension.

Six-month period ended June 30, 2004 compared to the six-month period ended June
30, 2003.

Revenues. Total revenues increased $7.1 million, or 10.4%, to $75.6 million for
the six-month period ended June 30, 2004 from $68.5 million for the six-month
period ended June 30, 2003.

Long term firm reserved service revenues increased $7.9 million, or 13.4%, to
$66.9 million for the six months ended June 30, 2004 from $59.0 million for the
same period in 2003. This increase was primarily due to additional Eastchester
revenues of $7.6 million due to the February 5, 2004 in-service date of the
Eastchester Extension, and $2.8 million of revenues attributable to the
commencement of the Athens contract in September of 2003. These


                                       14
<PAGE>


increases were partially offset by decreased long term firm reserved service of
$1.8 million primarily due to the loss of the firm revenue stream associated
with US Gen New England, which filed for bankruptcy in 2003. Portions of the US
Gen New England volumes were re-contracted under short-term contracts.

Short-term firm/interruptible/other revenues decreased $0.8 million, or 8.4%, to
$8.7 million for the six-month period ended June 30, 2004 from $9.5 million for
the same period in 2003, primarily due to lower volumes associated with softer
market demand for natural gas as a result of warmer weather and more competitive
oil prices during the first quarter of 2004 as compared to the same period in
2003, partially offset by increased market demand for natural gas in the second
quarter of 2004.

Operation and maintenance expense includes operating, maintenance and
administrative expenses for the Partnership's corporate office in Shelton,
Connecticut and field support for the mainline, metering and compression
facilities. Operation and maintenance expense increased $0.6 million or 5.0% to
$12.7 million for the six-month period ended June 30, 2004 from $12.1 million
for the six-month period ended June 30, 2004, primarily due to an increase in
regulatory expenses and employee benefit costs.

Depreciation and Amortization. Depreciation and amortization increased $3.5
million, or 29.2%, to $15.5 million for the six-month period ended June 30, 2004
from $12.0 million for the same period in 2003, primarily due to the February 5,
2004 in-service date of 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 $2.3 million, or 65.7%, to $1.2 million for
the six-month period ended June 30, 2004 from $3.5 million for the six-month
period ended June 30, 2003 primarily due to a decrease in 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 $2.7 million, or 20.9%,
to $15.6 million for the six-month period ended June 30, 2004 from $12.9 million
for the six-month period ended June 30, 2003 primarily due to a decrease in
interest expense capitalized, related to the February 5, 2004 in-service date of
the Partnership's Eastchester Extension.

Liquidity and Capital Resources

See Note 1 to the Consolidated Financial Statements for an explanation of the
restatement of the Consolidated Statements of Cash Flows.

For the first six months of 2004, the Partnership's primary 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 2004 capital expenditures through
internal sources.

Net cash provided by operating activities increased to $41.8 million in the
first half of 2004 compared to $37.5 million in the first half of 2003,
primarily due to an increase in net income as adjusted for depreciation and
amortization and an increase in working capital. Net cash used for financing
activities was $11.1 million for the first six months of 2004, as compared to
net cash provided by financing activities of $53.9 million during the same
period in 2003, primarily due to bank borrowings, in 2003, under the
Partnership's amended credit agreement.

The Partnership also is party to a $10.0 million, 364-day, variable rate
revolving line of credit to support working capital requirements. As of June 30,
2004 and December 31, 2003, the outstanding principal balance on the revolving
credit facility was $10.0 million.


                                       15
<PAGE>


Capital expenditures in the first six months of 2004 were $31.4 million,
compared to $90.0 million in the first six months of 2003, reflecting primarily
the February 5, 2004 in-service date of the Partnership's Eastchester Extension.

Total capital expenditures for 2004 are estimated to be approximately $49
million, including approximately $45 million related to the Eastchester
Extension. The remaining capital expenditures planned for 2004 are primarily for
various general plant purchases.

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 six months of 2004 or during the same
period in 2003.

Off-Balance Sheet Transactions

At June 30, 2004, 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, which is on
file with the United States Securities and Exchange Commission.


                                       16
<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 June 30, 2004, the Partnership had $98.9 million of
variable-rate debt outstanding, of which approximately $27.8 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 $0.7 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.


                                       17
<PAGE>


                   PART I. FINANCIAL INFORMATION - (Concluded)

                         ITEM 4. CONTROLS AND PROCEDURES


Restatement of Previously Issued Financial Statements

The consolidated statements of cash flows for the six months ended June 30,
2004 and 2003 have been restated; see Note 1 to the unaudited consolidated
financial statements included within Part I, Item 1 of this report. Iroquois
previously did not 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 which is inconsistent with the
requirements of SFAS No. 95, "Statement of Cash Flows". This error resulted in
an over/understatement of cash flows from investing activities with an equal
over/understatement of cash flows from operating activities. This restatement
did not impact the Partnership's previously reported balance sheets or
statements of income.

Disclosure Controls and Procedures

Iroquois 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 Rule 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
Iroquois' disclosure controls and procedures as of the end of the period covered
by this report. Based on this evaluation and because of the material weakness
described below, the principal executive officer and principal financial officer
have concluded that Iroquois' disclosure controls and procedures were not
effective as of June 30, 2004.

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. As of June 30, 2004, Iroquois did not maintain effective controls
over the preparation and review of Iroquois' consolidated statement of cash
flows. Specifically, Iroquois 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 Company's consolidated financial statements for the years
ended December 31, 2002, 2003 and 2004 and for all interim periods in 2004 and
2003. 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 this control
deficiency constitutes a material weakness. Because of this material weakness,
management has concluded that the Company did not maintain effective internal
control over financial reporting as of June 30, 2004 based on the criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations.

Changes in Internal Control over Financial Reporting

There was no change in internal control over financial reporting that occurred
during the most recently completed fiscal quarter that has materially affected,
or is reasonably likely to materially affect, Iroquois' internal control over
financial reporting.

In an effort to remediate the material weakness in Iroquois' internal control
over financial reporting described above 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 statement of
cash flows in accordance with SFAS 95. Accordingly, management believes this
process will remediate the material weakness discussed above.


                           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, 2003.
Those descriptions remain accurate except as updated below.

Eastchester-Horizon Suit

On January 20, 2004, Horizon Offshore Contractors, Inc. ("Horizon") filed a
complaint against the Partnership and its operating company, Iroquois Pipeline
Operating Company ("IPOC") in the Supreme Court of the State of New York, New
York County (Index No. 04/600140). The complaint alleges that the Partnership
wrongfully terminated its agreement with Horizon to perform the Eastchester
construction work in Long Island Sound and that the Partnership committed other
breaches of such agreement in conjunction with the Eastchester construction
work. The complaint seeks damages in excess of $40 million. On April 7, 2004,
the Partnership filed in such court proceeding an amended answer and
counterclaims against Horizon totaling in excess of $66 million. Given the
preliminary stage of this matter, the Partnership is unable at this time to
assess the likelihood of a favorable or unfavorable outcome and/or the amount or
range of recovery or loss, if any, resulting from Horizon's claims and the
Partnership's counterclaims.

Cal Dive International, Inc.

On March 1, 2004 and in a duplicate filing on March 9, 2004, Cal Dive
International, Inc. ("Cal Dive") filed a Mechanic's Lien totaling $3.3 million
in the offices of the Clerk of Bronx and Suffolk Counties, respectively. Cal
Dive was in privity with Horizon Offshore Contractors, Inc. ("Horizon") and
provided services to Horizon during the Eastchester construction work. The
Partnership instructed Horizon to address the lien notice pursuant to its
contractual obligations. The Partnership also demanded further information from
Cal Dive on the particulars of its lien. The Partnership does not believe it
owes Cal Dive any monies and plans to vigorously contest the validity of the
liens. Furthermore, the Partnership, on April 1 and April 5, 2004 in compliance
with Section 6.2(c)(ii) of its Second Supplemental Indenture, dated August 13,
2003, posted bonds to discharge the Mechanic's Liens.


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<PAGE>


Tom Allen Construction Company

On June 14, 2004, Tom Allen Construction Company, another of Horizon's
subcontractors for the Eastchester project, filed a complaint against Horizon
and Iroquois in the Supreme Court of the State of New York, New York County. Tom
Allen was responsible for performing the directional drills at Northport and
Hunts Point. Tom Allen is claiming that it has not been paid for work associated
with a failed directional drill at Hunt's Point and is seeking $5.6 million in
damages from Horizon and Iroquois. Iroquois served an Answer to the complaint
and various discovery demands on July 30, 2004.

Weeks Marine, Inc.

On July 21, 2004 Weeks Marine Inc. ("Weeks"), another of Horizon's
subcontractors for the Eastchester project, filed a complaint against Horizon
and Iroquois in the Supreme Court of the State of New York, New York County.
Weeks was responsible for certain marine construction operations including
dredging, rock placement, fabric placement and associated activities along the
Eastchester project. Weeks Marine is claiming that it has not been paid for work
associated with the marine portion of the Eastchester project and is seeking
$18.5 million in damages from Horizon and Iroquois. Iroquois is in the process
of preparing an answer to the complaint.

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

On January 28, 2004, Anthony Capobianco filed a complaint against Iroquois Gas
Transmission System, L.P., Iroquois Pipeline Operating Company 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. ("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. 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. However, Hallen's insurer
has agreed to indemnify and defend Iroquois in this action up to its $2 million
limit of its insurance policy. The parties are in the process of documenting
this agreement.

Eastchester Construction Incidents

On November 16, 2002, certain undersea electric transmission cables owned by
Long Island Lighting Company d/b/a The Long Island Power Authority, or LIPA, and
Connecticut Light and Power Company, 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, a subcontractor of the
Partnership's general contractor, Horizon Offshore Contractors, Inc.

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 (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


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<PAGE>


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 are claiming 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 addition to the foregoing, the Partnership has been advised that the Town of
Huntington, New York may assert a claim against the Partnership alleging
violations of certain municipal ordinances on the basis of a claim that
dielectric fluid was released from the cable as a result of the incident.

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 subcontractors' negligence. As
required by the contract, Horizon named the Partnership as an additional named
insured under Horizon's policies of insurance. The Partnership understands that
it is covered under Horizon's policies to the extent that Horizon has assumed
liability to the Partnership under the contract. Based on Horizon's subcontracts
with Thales and Cal Dive, the Partnership may also be entitled to coverage as an
additional insured party under those parties' policies of insurance. In
addition, Thales's underwriters have agreed to indemnify the Partnership in
accordance with the indemnity provision in the Horizon/Thales contract,
including indemnity for the Partnership's attorneys' fees incurred to date and
going forward. This indemnity is subject to the policies' terms and limit of $10
million. The Partnership further believes it is adequately insured by its own
insurers. Therefore, based on its initial investigation, the Partnership's
management believes that this matter will not have a material adverse effect on
the Partnership's financial condition or results of operations.

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. Pursuant to 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


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<PAGE>


losses in this matter. The Partnership may also be entitled to indemnity as an
additional insured under Thales' policies of insurance, although this matter is
also still subject to further investigation. 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 is currently investigating the applicability of all 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, 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 have filed motions to transfer the Texas
action to the United States District Court for the Eastern District of New York.
Thales has 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 recently have filed
cross claims against the Partnership alleging claims under the Crossing
Agreement and in common law tort.

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 and the Partnership's investigation in this matter is
ongoing. 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.


                                       21
<PAGE>


FERC Docket No. RP04-136-000

On January 2, 2004 the Partnership filed a Section 4 rate change proceeding,
consistent with the settlement in Docket No. RP03-589, limited to rates for
service on the Eastchester Extension Project as certificated by FERC in Docket
No. CP00-232. The Eastchester Project was in-service on February 5, 2004. The
Partnership proposed a rate of $0.8444 per Dth on a 100% load-factor basis (as
compared with the Partnership's existing 100% load-factor inter-zone rate of
$0.4234 per Dth, which will serve as the initial rate per the certificate
order). The increased rate reflects, among other things, an increase in plant
costs from the certificate estimate of $210 million to a level of approximately
$334 million. The higher plant costs are the result of a number of factors,
including delays in obtaining construction permits and authorizations;
unanticipated environmental costs; a failed directional drill; higher than
expected labor costs; and construction incidents associated with constructing
the Project in a highly congested marine corridor. Various customers filed
motions in response to the Partnership's requested rate change. On January 30,
2004 the FERC issued an order accepting the rates and making them effective July
1, 2004, subject to refund and subject to the outcome of hearings. On February
17, 2004, a pre-hearing conference before the FERC resulted in a procedural
schedule outlining the various phases of the Partnership's rate filing
proceeding with an anticipated final order due by the end of the second quarter
of 2005.

On June 15 and July 8, 2004, settlement conferences were convened at the FERC's
offices to attempt to negotiate a settlement of the issues in the rate case. As
a result of those conferences, the parties reached a settlement in principle of
all issues that the Partnership believes is either supported or not opposed by
all participants to the proceeding. On July 15, 2004 Iroquois submitted a motion
to the Presiding Administrative Law Judge to suspend the procedural schedule to
allow the parties to formalize the settlement agreement; such motion was granted
by the judge on July 16. Following additional discussions and negotiations with
the parties, Iroquois submitted a comprehensive settlement agreement on August
12, 2004. The settlement agreement, if approved, would provide for recourse
rates of $0.66 per dth for the period July 1, 2004 through December 31, 2007 and
$0.635 per dth for the period January 1, 2008 through December 31, 2011. In
addition, Iroquois will not include in future rates any future legal fees
(incurred after June 30, 2004) incurred in litigation regarding construction
incidents associated with the original Eastchester Project. A moratorium on rate
changes, as spelled out more fully in the settlement agreement, would also be in
effect through December 31, 2011. That settlement agreement is pending before
the FERC, and Iroquois anticipates that it will be supported or not opposed by
all participants to the proceeding.

In addition to settling the Eastchester recourse rates as set forth above,
Iroquois has also entered into negotiated rate agreements with all of the
initial shippers on the Eastchester Extension Project. The negotiated rates on a
100% load-factor equivalent basis range between $0.47 and $0.59 per dth
depending on whether the agreement was signed pre or post construction and the
length of the negotiated contract.

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).


                                       22
<PAGE>


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 July 27, 2004, NEGT issued a press release announcing a proposed sale of its
indirect equity interest in the IGTS Partnership to Denali Power, LLC, as part
of a sale of a portfolio of assets. NEGT's indirect interest is held through
JMC-Iroquois, Inc. and Iroquois Pipeline Investment, LLC, both of which
represent a 5.77% interest in the Partnership. According to NEGT, the
transaction is expected to close in the first quarter of 2005 and is subject to
a further auction process as well as bankruptcy court, regulatory and third
party approvals.


ITEMS 2-5 are not applicable.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

(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.

(b)  Reports on Form 8-K.

     The Partnership filed no reports on Form 8-K during the quarter for which
this report is being filed.


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<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: June 22, 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


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