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




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

       For the quarterly period ended September 30, 2005

                             OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
       SECURITIES EXCHANGE ACT OF 1934

       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]

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

<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 September 30, 2005 and 2004 and
          Nine Months Ended September 30, 2005 and 2004                   3
       Consolidated Balance Sheets - September 30, 2005
          and December 31, 2004                                           4
       Consolidated Statements of Cash Flows -
          Nine Months Ended September 30, 2005 and 2004                   5
       Consolidated Statement of Changes in Partners' Equity -
          Nine Months Ended September 30, 2005 and                        6
          Nine Months Ended September 30, 2004                            6
       Notes to Consolidated Financial Statements                         7

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

   ITEM 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                                  9

   ITEM 4.  Controls and Procedures                                      10


PART II.  OTHER INFORMATION

   ITEM 1.  Legal Proceedings                                            11
   ITEM 5.  Other Information                                            11
   ITEM 6.  Exhibits                                                     11


   Signatures                                                            12
<PAGE>


<TABLE>
                  PART I. FINANCIAL INFORMATION

                  ITEM 1. FINANCIAL STATEMENTS

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

<CAPTION>
                                  Three Months Ended       Nine Months Ended
                                    September 30              September 30
                                   2005      2004           2005      2004
                                           RESTATED                 RESTATED


                               <c>       <c>            <c>       <c>
OPERATING REVENUES, NET           $36,442   $36,072       $112,933  $111,679

OPERATING EXPENSES
 Operation and maintenance          7,447     7,250         19,459    19,966
 Depreciation and amortization      8,008     8,067         24,100    23,548
 Taxes other than income taxes      4,521     4,058         13,426    10,499

   Operating expenses              19,976    19,375         56,985    54,013

OPERATING INCOME                   16,466    16,697         55,948    57,666

OTHER INCOME/(EXPENSES)
Interest Income                       351       132            774       259
Allowance for equity funds
  used during construction             --        --             --     1,123
 Other, net                            14      (100)        10,881      (146)
    Other income/(expenses)           365        32         11,655     1,236

INTEREST EXPENSE
Interest Expense                    8,303     8,384         25,023    25,047
 Allowance for borrowed funds
  used during construction             --        --             --    (1,070)
 Interest Expense, Net              8,303     8,384         25,023    23,977

NET INCOME                        $ 8,528   $ 8,345       $ 42,580  $ 34,925

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


<TABLE>

            PART I. FINANCIAL INFORMATION (Continued)
             ITEM 1. FINANCIAL STATEMENTS (Continued)
         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
                   CONSOLIDATED BALANCE SHEETS
                         (In Thousands)
                           (Unaudited)
<CAPTION>
                                             September 30,    December 31,
ASSETS                                           2005             2004
                                                                RESTATED

                                          <c>              <c>
CURRENT ASSETS
 Cash and temporary cash investments          $  50,119       $   36,393
 Accounts receivable - trade, net                 5,943            6,752
 Accounts receivable - affiliates                 5,686            6,584
 Prepaid property taxes                           9,328            5,602
 Other current assets                             5,693            4,914
   Total Current Assets                          76,769           60,245

NATURAL GAS TRANSMISSION PLANT
 Natural gas plant in service                 1,097,531        1,094,821
 Construction work in progress                    7,716            6,472
                                              1,105,247        1,101,293
 Accumulated depreciation and amortization     (373,768)        (350,091)
   Natural Gas Transmission Plant, Net          731,479          751,202

OTHER ASSETS AND DEFERRED CHARGES
Regulatory assets                                 1,144            1,285
 Other assets and deferred charges               10,442           11,686

   Total Other Assets and Deferred Charges       11,586           12,971

   TOTAL ASSETS                               $ 819,834       $  824,418

LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                             $   8,489       $   9,454
 Accrued interest                                11,554           4,674
 Current portion of long-term debt               22,222          32,222
 Customer deposits                                2,406           3,899
 Other current liabilities                        1,593           2,250
   Total Current Liabilities                     46,264          52,499

LONG-TERM DEBT                                  408,889         425,556

OTHER NON-CURRENT LIABILITIES
 Derivative liability - interest rate hedge         843           1,771
 Other                                            2,223           1,486
   Total Other Non-Current Liabilities            3,066           3,257

Commitments and Contingencies
Total Liabilities                               458,219         481,312
Partners' Equity                                361,615         343,106

   TOTAL LIABILITIES AND PARTNERS' EQUITY     $ 819,834       $ 824,418
<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>
                                                         Nine Months Ended
                                                           September 30,
                                                          2005       2004
                                                                   RESTATED

                                                     <c>        <c>
OPERATING ACTIVITIES:
 Net Income                                             $ 42,580   $ 34,925
 Adjusted for the following:
   Depreciation and amortization                          24,100     23,548
   Allowance for equity funds used during construction        --     (1,123)
   Other assets and deferred charges                       1,172      1,027
   Other non-current liabilities                             737         62

   CHANGES IN WORKING CAPITAL:
      Accounts receivable                                  1,707      1,121
      Prepaid property taxes                              (3,726)    (4,819)
      Other current assets                                  (779)    (1,313)
      Accounts payable                                     6,585        (46)
      Accrued interest                                     6,880      6,935
      Customer deposits                                   (1,493)    (1,640)
      Other current liabilities                             (657)       211

NET CASH PROVIDED BY OPERATING ACTIVITIES                 77,106     58,888

INVESTING ACTIVITIES:
  Capital expenditures                                   (24,713)   (35,612)
  Insurance recoveries related to construction            13,000         --
     NET CASH USED IN INVESTING ACTIVITIES               (11,713)   (35,612)

FINANCING ACTIVITIES:
  Partner distributions                                  (25,000)        --
  Repayments of long-term debt                           (26,667)   (16,667)
     NET CASH USED FOR FINANCING ACTIVITIES              (51,667)   (16,667)

NET INCREASE IN CASH AND TEMPORARY
    CASH INVESTMENTS                                      13,726      6,609

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

CASH AND TEMPORARY CASH INVESTMENTS AT
    END OF PERIOD                                       $ 50,119   $ 42,953

Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest                                $ 16,920   $ 16,890
  Accounts payable accruals for capital expenditures    $    954   $  7,594

<FN>

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


</TABLE>


<PAGE>


            PART I. FINANCIAL INFORMATION (Continued)

            ITEM 1. FINANCIAL STATEMENTS (Continued)
<TABLE>
         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
         CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY
            For the Nine Months Ended September 30, 2005
                         (In Thousands)
                           (Unaudited)

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

Net Income             42,580                                     42,580

Equity distribu-
 tions to partners               (25,000)                        (25,000)

Other compre-
 hensive income                                           929        929

Balance at
 September 30, 2005  $613,637  $(530,544)  $279,381   $  (859)  $361,615

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



<TABLE>
         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
         CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY
            For the Nine Months Ended September 30, 2004
                         (In Thousands)
                           (Unaudited)
                            RESTATED

<CAPTION>
                                                      Accumu-
                                                      lated
                                                      Other
                               Equity      Equity     Compre-
                               Distribu-   Contribu-  hensive  Total
                     Net       tions to    tions by   Income/  Partners'
                     Income    Partners    Partners   (loss)   Equity
<S>                  <C>       <C>         <C>        <C>      <C>
Balance at
 December 31, 2003   $526,319  $(490,544)  $279,381   $(4,184)  $310,972

Net Income             34,925                                     26,580

Equity distribu-
 tions to partners                    --                              --

Other compre-
 hensive income                                         1,066      1,066

Balance at
 September 30, 2004  $561,244  $(490,544)  $279,381   $(3,118)  $346,963

<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 information presented as of September 30, 2005
and for the three and nine-month periods ended September 30, 2005 and 2004
have been prepared from Iroquois Gas Transmission System, L.P.'s (referred to
herein as Iroquois or the Partnership) books and records without audit by an
independent registered public accounting firm.  However, Iroquois'
independent registered public accounting firm has performed a review of these
interim financial statements in accordance with standards established by the
Public Company Accounting Oversight Board (United States).  Financial
information as of December 31, 2004 was derived from the audited consolidated
financial statements of the Partnership, but does not include all disclosures
required by accounting principles generally accepted in the United States of
America (GAAP).  In the opinion of Iroquois' management, all adjustments
(which are of a normal recurring nature) necessary for a fair presentation of
the financial information for the periods indicated, have been included.
These financial statements should be read in conjunction with the financial
statements and the notes thereto included in Iroquois' Annual Report on Form
10-K/A for the year ended December 31, 2004, referred to herein as Iroquois'
Form 10-K/A.  Iroquois' Form 10-K/A was restated in November 2005 to reflect
the prior year provision for income taxes restatement discussed below in Note
2 and the Cash Flows Restatement discussed below in Note 3.

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.

New Accounting Standards

In March 2005, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 47, "Accounting for Conditional Asset Retirement
Obligations", an interpretation of FASB Statement No. 143 (FIN 47).  FIN 47
clarifies when an entity would be required to recognize a liability for the
fair value of an asset retirement obligation that is conditional on a future
event if the liability's fair value can be reasonably estimated.  Uncertainty
surrounding the timing and method of settlement that may be conditional on
events occurring in the future would be factored into the measurement of the
liability rather than the existence of the liability.  FIN 47 is effective
for the Partnership at December 31, 2005.  The Partnership is currently
assessing the impact that the interpretation may have on its consolidated
financial position and results of operation.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections (SFAS 154)".  This Standard changes the requirements for the
accounting for and reporting of accounting changes and error corrections.
The Standard establishes retrospective application as the required method for
reporting a change in accounting principle rather than reporting a cumulative
effect of change in accounting principle.  Retrospective application requires
the application of the new accounting principle to prior periods as if that
principle had always been used.  SFAS 154 is effective for the Partnership
for any accounting changes and corrections of errors made beginning January
1, 2006.


2. Provision for Income Taxes Restatement:

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

The following table sets forth the restatement to the Consolidated Statements
of Income for the three and nine months ended September 30, 2004, the
Consolidated Balance Sheets and the Consolidated Statement of Changes in
Partners' Equity for the nine months ended September 30, 2004, and at
December 31, 2004 and the Consolidated Statements of Cash Flows for the nine
months ended September 30, 2004.  Additionally, appropriate comparative
amounts as of or for the nine months ended September 30, 2004 have been
reflected as "Restated" elsewhere in these Notes to the Consolidated
Financial Statements.

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

<S>                                               <C>       <C>         <C>

Consolidated Statements of Income

For the three months ended September 30, 2004
Income Before Taxes                               $  8,345  $  (8,345)  $   -  <F1>
Provision for Taxes                                  3,113     (3,113)      -  <F1>
Net Income                                           5,232      3,113     8,345

For the nine months ended September 30, 2004
Income Before Taxes                               $ 34,925  $ (34,925)  $   -  <F1>
Provision for Taxes                                 13,935    (13,935)      -  <F1>
Net Income                                          20,990     13,935    34,925

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

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2004
Net Income                                       $  20,990   $ 13,935  $ 34,925
Deferred regulatory asset-income tax related          (791)       791       -  <F1>
Amounts equivalent to deferred income taxes            791       (791)      -  <F1>
Income and other taxes payable by partners          13,935    (13,935)      -  <F1>

Consolidated Statement of Changes in Partners' Equity
Partners' Equity Balance at December 31, 2003    $ 312,643   $ (1,671) $310,972
Net Income                                          20,990     13,935    34,925
 Taxes Payable by Partners'                          13,935     13,935       -
<F1>
Accumulated Other Comprehensive Income                 641        426     1,067
Partners' Equity Balance at September 30,2004    $ 348,209   $ (1,246) $346,963

<FN>
<F1> Line item has been eliminated in the restated financial statements
</FN>
</TABLE>


3.  Cash Flow Restatment

The consolidated statements of cash flows for the nine months ended September
30, 2004 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 nine months ended September 30, 2004:


<TABLE>
<CAPTION>
(in thousands)
                                               As
                                           Originally                 As
                                            Reported   Adjustment   Restated
<S>
Changes in working capital -               <C>          <C>         <C>
  accounts payable                         $(13,049)    $ 13,003    $    (46)

Net cash provided by operating
  activities                               $ 45,885     $ 13,003    $ 58,888

Cash flows from investing activities -
  capital expenditures                     $(22,609)    $(13,003)   $(35,612)

Net cash used in investing activities      $(22,609)    $(13,003)   $(35,612)

Accounts payable accruals for capital
  expenditures                             $     --     $  7,594    $  7,594
</TABLE>


4. Comprehensive income consisted of the following:
<TABLE>
<CAPTION>
(in thousands)
                                       Three months ended       Nine months ended
                                          September 30            September 30
                                         2005      2004          2005      2004
                                                  RESTATED                 RESTATED
<S>                                    <C>        <C>           <C>        <C>
Net income                             $ 8,528   $  8,345     $ 42,580     $34,925

Other comprehensive income
   Unrealized gain on interest
    rate hedge                             547        408        1,620       2,313

     Reclassification to net income       (192)      (375)        (691)     (1,246)

     Unrealized gain in interest rate
      hedge, net of reclassification       355         33          929       1,067

Comprehensive income                   $ 8,883    $ 8,378      $43,509     $35,992

</TABLE>


5. Retirement Benefit Plans:

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

<TABLE>
<CAPTION>
(in thousands)
                                      Three months ended    Nine months ended
                                        September 30,         September 30,
                                        2005      2004        2005      2004
<S>                                    <C>       <C>         <C>       <C>
Service Cost                           $ 227     $ 210       $ 681     $ 630
Interest Cost                             85        77         255       231
Expected return on plan assets          (110)      (88)       (330)     (264)
Amortization of prior service cost         3         3           9         9
Recognition of net actuarial loss         13        15          39        45

Net periodic pension cost              $ 218     $ 217       $ 654     $ 651

Note 10 of the Notes to Consolidated Financial Statements in Iroquois'
December 31, 2004 Form 10-K/A discusses the Partnership's expected
contribution to its pension plans.  For the nine months ended September 30,
2005, $0.9 million of contributions have been made to its pension plans
including $0.3 million for the three months ended September 30, 2005.

</TABLE>
6. Commitments and Contingencies:

Eastchester Construction Incidents

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

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

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

On August 15, 2003, Horizon commenced a maritime limitation of liability
action in the United States District Court for the Southern District of
Texas, Houston Division, captioned In the Matter of Horizon Vessels Inc., as
owner of the GULF HORIZON, seeking exoneration from or limitation of
liability in connection with this incident.  Horizon's suit contends that if
it is not entitled to exoneration, its liability should be limited to $19.3
million, representing the value of the GULF HORIZON and her pending freight,
and Horizon's insurers have provided an undertaking (subject to policy
defenses) to pay any judgment that may be rendered in the suit up to $19.3
million.

NYPA, LIPA and the insurers of the Y-49 cable, collectively referred to as
the "Y-49 Cable Interests," filed claims in the limitation action asserting
total damages of approximately $18.2 million.  On November 12, 2003, the
Partnership filed an Answer in Horizon's action, requesting that the
limitation of liability action be dismissed and/or that the limitation
injunction be lifted to permit the Partnership to pursue its claims against
Horizon in the forum of its choice, or, in the alternative, that Horizon be
denied limitation rights under the Limitation Act.  The Partnership also
filed a claim in Horizon's limitation action seeking indemnity for any
liability it may be found to have to the Y-49 Cable Interests as a result of
the NYPA cable incident as well as all losses suffered by the Partnership as
a result thereof, and, on a protective basis, seeking full damages for
Horizon's breaches and deficient performance under the Partnership/Horizon
construction contract, which claims are unrelated to the NYPA cable incident.
Thales also has filed a claim in the Horizon limitation action seeking
indemnity for any liability it may be found to have to the Y-49 Cable
Interests or the Partnership.

The Y-49 Cable Interests and the Partnership both filed motions to transfer
the Texas action to the United States District Court for the Eastern District
of New York.  Thales joined in those motions.  By order entered February 27,
2004, the court denied the motions to transfer.  However, in doing so, the
court confirmed that the Partnership could pursue its contract claims against
Horizon outside of the limitation action and that Horizon had no right to
limit its liability as to the Partnership's contract claims. The Y-49 Cable
Interests filed cross claims against the Partnership alleging claims under
the Crossing Agreement between the Partnership and NYPA and in common law
tort.

The Y-49 Cable Interests filed a motion for partial summary judgment against
the Partnership on October 13, 2004. The motion asked the court to find the
Partnership liable for indemnity under the Crossing Agreement for all costs
and expenses incurred by the Y-49 Cable Interests directly related to the
emergency response to the incident and for the costs and expenses of the
temporary and permanent repairs. The Partnership opposed the motion and on
May 12, 2005 the Magistrate Judge rendered her decision recommending that the
motion be denied. NYPA filed a Motion for Reconsideration of the Magistrate
Judge's decision and the Partnership filed opposition to that motion. On June
12, 2005, the Magistrate Judge issued an Order denying NYPA's Motion for
Reconsideration. The time for filing objections to the Magistrate Judge's
decision has passed and her decision is now final.

On August 1, 2005, Iroquois filed cross-claims against Thales seeking
indemnification in respect of the casualty and seeking to hold Thales liable
to the extent that Thales failed in its contractual obligation to name
Iroquois as an additional insured on its relevant insurance policies.

On April 29, 2005, Horizon filed a motion for partial summary judgment
against Thales seeking a declaration that Thales is obligated to defend and
indemnify Horizon pursuant to the contract between them. On May 18, 2005,
Iroquois joined in Horizon's motion for partial summary judgment against
Thales, contending that it likewise is entitled to be defended and
indemnified by Thales on the basis that it is an intended third-party
beneficiary to the Horizon-Thales contract.  The motion is fully submitted
and is pending decision by the Court.

On August 12, 2005, the Y-49 Cable Interests served a Supplemental Disclosure
which indicated that their claim has been increased by approximately $7.725
million to include a claim for certain "congestion rent shortfalls" and costs
associated with the rental of temporary truck-mounted generators during the
Summer of 2003.  The Y-49 Cable Interests' total claim is currently stated at
$25.4 million.

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

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

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

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

On January 28, 2004, Anthony Capobianco filed a complaint against the
Partnership, IPOC and Consolidated Edison Company of New York in the Supreme
Court of the State of New York, New York County (Index No. 101366/04).  The
complaint alleges that Mr. Capobianco, an employee of Hallen Construction
Company, Inc., or Hallen, sustained personal injuries resulting from an
electrical current causing severe electrical shock while performing his
duties as part of the construction of the Hunts Point segment of the
Partnership's Eastchester project.  Hallen was the Partnership's contractor
employed to construct that segment of the project.  The claim is asserted for
damages in the amount of $10 million.  In May, 2005, Hatch Mott MacDonald, or
Hatch Mott, was impleaded as a third-party defendant as they were the
construction manager on the Hunts Point construction. On July 13, 2005, Mr.
Capobianco filed an amended and verified complaint, naming his wife, Geralin
Capobianco as an additional plaintiff seeking additional damages for
deprivation of consortium in the amount of $250 thousand.  The Partnership
has notified its insurance carriers and an answer has been filed to the
complaint. Hallen's insurer has agreed to indemnify and defend the
Partnership in this action up to the $1 million limit of its general
liability insurance policy. Additionally, Hallen has coverage under an excess
liability policy up to $20 million. Counsel is in the process of hiring an
engineering expert to protect the Partnership's interests in this lawsuit.
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.

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

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 March 2, 2005, representatives of the Partnership and US Gen NE agreed in
principal to a settlement agreement regarding the Partnership's proof of
claim with the bankruptcy court. Under said settlement, the Partnership would
receive $8.4 million, the value of its mitigated claim as well as,
approximately $2.1 million as a result of retained cash collaterals for a
total settlement of approximately $10.5 million plus 4% interest accruing
from the start of the claim.  On April 5, 2005, the settlement was approved
by the Bankruptcy Court. On May 12, 2005, the Bankruptcy Court approved US
Gen NE's Plan of Liquidation. A distribution of $8.9 million (reflecting $0.5
million in interest) was received on June 7, 2005. The Partnership has
recorded the funds as 'Other Income.'


Enron Corp. and Affiliated Entities Bankruptcy Filing

Enron Corp. and Enron North America Corp., collectively Enron, filed
voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of New York, or Bankruptcy Court, in 2001. In October 2002, the
Partnership filed Proofs of Claim with the Bankruptcy Court in the amount of
$1.6 million for Claim 1 and in the amount of Unknown dollars for Claim 2
resulting from termination by Enron of the Partnership's Gas Transportation
(Contract No. R-1250-05). On February 22, 2005, by Letter Agreement, Enron
agreed to allow the Partnership $1.8 million (two claims for $0.9 million
each) in unsecured claims. Based on Enron's disclosure statement, Enron
estimates to pay 20% of each unsecured claim. Distributions received from
Enron to date total $49,998.  The Partnership records these funds as "Other
Income."

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

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

Based on communications with its prospective customers regarding the timing
of their needs for new firm transportation service, the Partnership had
determined that a temporary deferral of the construction of the Brookfield
Project was necessary.  Specifically, Astoria Energy LLC, or Astoria, the
largest shipper for the Brookfield Project, had requested that its service be
deferred until November 1, 2005.  On February 28, 2003, the Partnership and
Astoria executed an amendment to their precedent agreements reflecting this
deferral.  However, on August 1, 2003, Astoria elected to terminate its
precedent agreements with the Partnership.  The other original Brookfield
Project shipper, PPL Energy Plus, LLC, or PPL, also elected to terminate its
precedent agreement.

In response to 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. As a result of discussions
with potential shippers, on October 14, 2005 the Partnership filed a request
to further extend the construction completion date until November 1, 2007;
this request was granted on November 3, 2005. On November 10, 2005 the
Partnership and Consolidated Edison of New York, or Con Ed, agreed to a
Precedent Agreement for transportation of 100,000 dekatherms per day of
natural gas from Brookfield, CT to Hunts Point, NY to begin on November 1,
2007. This transportation service is related to the proposed Millennium
Pipeline and Algonquin Gas Transmission Company expansion projects. By letter
filed November 14, 2005, the Partnership sought approval to utilize the
FERC's pre-filing procedures for the project.

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

As of September 30, 2005, the Partnership had incurred approximately $2.5
million in construction expenditures related to the Brookfield Project,
primarily related to the purchase of the Brookfield site.

Brookhaven Project (FERC Docket No. PF05-16)

On August 29, 2005 the Partnership filed a request in the captioned docket to
utilize the FERC's pre-filing process for a proposal to provide natural gas
transportation service to a proposed 350 megawatt generation facility in the
Town of Brookhaven, New York.  The Project would include approximately 21.5
miles of pipeline and associated facilities from the Partnership's existing
mainline at South Commack, New York to the generation facility.  By letter
dated September 7, 2005 the FERC granted the Partnership's request.  The
Partnership has been working with FERC staff on the matter, and anticipates
filing an application with the FERC in February 2006.  The anticipated in-
service date of the facilities would be Spring 2008.

<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.

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

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

<TABLE>
<CAPTION>
                                       Three months ended      Nine months ended
Revenues and Volumes Delivered             September 30,          September 30,
                                           2005     2004          2005     2004
<S>                                       <C>      <C>           <C>      <C>
Revenues (dollars in millions)
Long-term firm reserved service           $ 33.6   $ 32.6        $104.6   $ 99.5
Short-term firm/interruptible/other <F1>     2.8      3.5           8.3     12.2
Total revenues                            $ 36.4   $ 36.1        $112.9   $111.7

Volumes delivered (million dekatherms)
Long-term firm reserved service             90.1     70.4         243.3    217.4
Short-term firm/interruptible/other <F1>    22.3     19.8          52.3     54.0
Total volumes delivered                    112.4     90.2         295.6    271.4
<FN>
<F1>Short-term firm represents firm service contracts of less than one year.
Other revenue includes deferred asset surcharges, park and loan service
revenue and marketing fees.
</FN>
</TABLE>

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

Three-month period ended September 30, 2005 compared to the three-month
period ended September 30, 2004.

Revenues.  Total revenues increased $0.3 million to $36.4 million for the
three-month period ended September 30, 2005 from $36.1 million for the three-
month period ended September 30, 2004.

Long term firm reserved service revenues increased $1.0 million, or 3.1%, to
$33.6 million for the three months ended September 30, 2005 from $32.6
million for the same period in 2004.  The increase is due primarily due to
the commencement of new long-term firm contracts in the fourth quarter of
2004 partially offset by a scheduled rate decrease which was as a result of a
settlement of Iroquois' mainline rate proceeding.

Short-term firm/interruptible/other revenues decreased $0.7 million, or
20.0%, to $2.8 million for the three-month period ended September 30, 2005
from $3.5 million for the same period in 2004, primarily due to lower
contract rates for short-term firm transactions during the three-month period
ended September 30, 2005 as compared to the same period in 2004.

Operation and Maintenance Expense. 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 $0.1 million, or 1.4%, to $7.4 million for the three-month period
ended September 30, 2005 from $7.3 million for the three-month period ended
September 30, 2004, primarily due to an increase in outside services
employed, primarily related to Sarbanes-Oxley compliance, partially offset by
a decrease in regulatory expenses and general office expenses.  The decrease
in regulatory expense is due to expenditures related to the Eastchester rate
case incurred in 2004.

Taxes other than income taxes.  Taxes other than income taxes encompass
property and school taxes paid to various state jurisdictions for mainline,
metering and compression facilities along the pipeline system of Iroquois.
Taxes other than income taxes increased $0.4 million, or 9.8%, to $4.5
million for the three-month period ended September 30, 2005 from $4.1 million
for the three-month period ended September 30, 2004 primarily due to
assessments on facilities related to the Eastchester Extension.

Nine-month period ended September 30, 2005 compared to the nine-month period
ended September 30, 2004.

Revenues.  Total revenues increased $1.2 million, or 1.1%, to $112.9 million
for the nine-month period ended September 30, 2005 from $111.7 million for
the nine-month period ended September 30, 2004.

Long term firm reserved service revenues increased $5.1 million, or 4.9%, to
$104.6 million for the nine months ended September 30, 2005 from $99.5
million for the same period in 2004.  This increase was due primarily to
additional Eastchester revenues due to the February 5, 2004 in-service date
of the Eastchester Extension, as well as the commencement of new long-term
firm contracts in the third quarter of 2004, partially offset by a scheduled
rate decrease as a result of a settlement of Iroquois' mainline rate
proceeding.

Short-term firm/interruptible/other revenues decreased $3.9 million, or
32.0%, to $8.3 million for the nine-month period ended September 30, 2005
from $12.2 million for the same period in 2004, 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
2005 as compared to the same period in 2004.

Operation and Maintenance Expense.  Operation and maintenance expense
decreased $0.5 million or 2.5% to $19.5 million for the nine-month period
ended September 30, 2005 from $20.0 million for the nine-month period ended
September 30, 2004, primarily due to a decrease in regulatory expenses and
general office expenses. The decrease in regulatory expense is due to
expenditures related to the Eastchester rate case incurred in 2004.

Depreciation and Amortization.  Depreciation and amortization increased $0.6
million, or 2.6%, to $24.1 million for the nine-month period ended September
30, 2005 from $23.5 million for the same period in 2004, primarily due to the
February 5, 2004 in-service date of the Eastchester Extension.

Taxes other than income taxes.  Taxes other than income taxes increased $2.9
million, or 27.6%, to $13.4 million for the nine-month period ended September
30, 2005 from $10.5 million for the nine-month period ended September 30,
2004 primarily due to assessments on facilities related to the Eastchester
Extension.

Other Income/Expenses.  Other income/expenses increased $10.5 million to
$11.7 million for the nine-month period ended September 30, 2005 from $1.2
million for the nine-month period ended September 30, 2004 primarily due to
distributions received from US Gen New England, Inc. and Enron Corp.
regarding settlements in connection with firm transportation contracts which
were terminated when these entities filed for bankruptcy.  This increase was
partially offset by 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 $1.0 million, or
4.2%, to $25.0 million for the nine-month period ended September 30, 2005
from $24.0 million for the nine-month period ended September 30, 2004
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

For the first nine months of 2005, 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 2005
capital expenditures through internal sources.

Net cash provided by operating activities increased to $77.1 million in the
first nine months of 2005 compared to $58.9 million in the first nine of
2004, primarily due to an increase in net income.  Net cash used for
financing activities was $51.7 million for the first nine months of 2005, as
compared to $16.7 million during the same period in 2004, primarily due to
the repayment of long-term debt and partner distributions of $25.0 million.

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
December 31, 2004, the outstanding principal balance on the revolving credit
facility was $10.0 million.  The revolving credit facility was repaid in
April 2005.

Capital expenditures in the first nine months of 2005 were $24.7 million,
compared to $35.6 million in the first nine months of 2004.  Capital
expenditures for 2005 reflect primarily the settlement of outstanding claims
with Eastchester contractors, while 2004 expenditures were primarily related
to Eastchester construction.  In addition, the Partnership received insurance
recoveries associated with Eastchester construction in 2005 in the amount of
$13.0 million,  which has been treated as a reduction to Natural Gas Plant in
Service on the Partnership's Consolidated Balance Sheet.

Total capital expenditures for 2005 are estimated to be approximately $31.5
million, including the Eastchester expenditures referenced previously and
approximately $4.2 million for installation of a vent valve on Long Island.
The remaining capital expenditures planned for 2005 are primarily for various
general plant purchases.

The Partnership'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.  The Partnership made distributions to partners of $25 million
during the first nine months of 2005.  There were no cash distributions to
partners during the same period in 2004.

Off-Balance Sheet Transactions

At September 30, 2005, the Partnership had no off-balance sheet transactions,
arrangements or other relationships with unconsolidated entities or persons
that would adversely affect liquidity, availability of capital resources,
financial position or results of operations.

Information Regarding Forward Looking Statements

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

<PAGE>



PART I. FINANCIAL INFORMATION - (Continued)

  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                              RISK


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

The financial instruments held or issued by the Partnership are for purposes
other than trading or speculation.  The Partnership is exposed to risk
resulting from interest rate changes on its variable-rate debt.  The
Partnership uses interest rate swap agreements to manage the risk of
increases in certain variable rate issues.  It records amounts paid and
received under those agreements as adjustments to the interest expense of the
specific debt issues.  The Partnership believes that there is no material
market risk associated with these agreements. As of September 30, 2005, the
Partnership had $61.1 million of variable-rate debt outstanding, of which
approximately $20.8 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 $0.4 million.

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

<PAGE>

          PART I. FINANCIAL INFORMATION - (Concluded)

                    ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Partnership maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Partnership's SEC filings is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to management, including the
Partnership's principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure based on
the definition of 'disclosure controls and procedures', in Rules 13a-15(e)
and 15d-15(e) promulgated under the Security 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 effectives of the design and operation of the
Partnership's disclosure controls and procedures as of the end of the period
covered by this report.  Based on this evaluation and because of the material
weaknesses in internal control over financial reporting described below, the
principal executive officer and principal financial officer have concluded
that the Partnership's disclosure controls and procedures were effective as
of September 30, 2005.


CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be
prevented or detected.  The following material weaknesses were identified by
management as of June 30, 2005:

1.  Management reexamined the accounting for and presentation of its
provision for income taxes on the Consolidated Statements of Income and the
corresponding accounting for and presentation related to income taxes on the
Consolidated Balance Sheet and related financial statements.  After
additional research and evaluation by management, the Partnership concluded
that, as a partnership, it should present the Consolidated Statements of
Income without the provision for income taxes and should present the
Consolidated Balance Sheet without the amounts equivalent to deferred income
taxes or regulatory assets-income tax related. In addition, the presentation
of these items on the Consolidated Statement of Cash Flows, the Consolidated
Statement of Changes in Partners' Equity and the related disclosures in the
Notes to the Consolidated Financial Statements are also incorrect. Thus,
management determined there was a material weakness in internal controls over
financial reporting because the Partnership did not maintain effective
controls over the initial selection of and application of generally accepted
accounting principles related to accounting for income taxes.

2.  Management determined that it had incorrectly presented its Consolidated
Statement of Income for the nine month period ended September 30, 2003 by not
adjusting for the cumulative effect of a change in accounting principle
related to municipal property taxes. This change in accounting principle
occurred in the fourth quarter of 2003 and was disclosed in Note 2 to the
Company's Form 10-K for the year ended December 31, 2003. In preparing the
Partnership's amended 2004 quarterly reports, management determined that the
cumulative effect adjustment should have been recognized and measured
retroactively as of January 1, 2003, rather than as of December 31, 2003, and
that property tax expense for each subsequent period as reflected in the its
quarterly reports should have been recognized and measured in accordance with
the Company's new accounting principle. In restating the Partnership's
September 30, 2004 Form 10-Q as a result of the income tax error discussed
above, the Partnership will also restate its net income for the nine-months
ended September 30, 2003 to correct the accounting error in its application of
the cumulative effect of the change in accounting principle, as well as net
income for the three and nine-month periods ended September 30, 2003 for the
application of the new accounting principle. Thus, management determined that
there was a material weakness in internal controls over financial reporting
because the Partnership did not maintain effective controls over the
application of generally accepted accounting principles related to accounting
for changes in accounting principles.

In order to remediate the material weaknesses in the Partnership's internal
control over financial reporting related to the accounting for income taxes
and the application of adopting new accounting principles described above,
management has implemented a process to exclude the provision for income
taxes from the Consolidated Statements of Income and to also exclude the
amounts equivalent to deferred income taxes and regulatory assets-income tax
related from the Consolidated Balance Sheets and related financial
statements. Specifically, an analysis of the Consolidated Balance Sheets, the
Consolidated Statements of Income, the Consolidated Statements of Cash Flows
and the Consolidated Statements of Changes in Partners' Equity is performed
at the end of each quarter to identify all income tax related items. Since
the Partnership is regulated by the Federal Energy Regulatory Commission,
income taxes will continue to be recorded for regulatory purposes. Those
income tax related items will be eliminated from the Consolidated Statements
of Income, the Consolidated Statements of Cash Flows and the Consolidated
Statements of Changes in Partners' Equity to be included in future Forms 10-Q
and Forms 10-K. In addition, management has instituted a process to correctly
account for and present in the annual and interim financial statements of the
Partnership, changes in accounting principles as required under Accounting
Principles Board (APB) Opinion No. 20. Specifically, if applicable, a review
of changes in accounting principles will be performed by management at the
end of each quarter. This review will include a review of any prior year
changes in accounting principles. The impact of these changes will then be
evaluated and reflected, as appropriate, on any interim and annual
consolidated financial statements. Management believes these processes have
remediated the material weaknesses described above as of September 30, 2005.

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

<PAGE>

                        PART II. OTHER INFORMATION

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY

ITEM 1. Legal Proceedings

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

Eastchester Construction Incidents

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

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

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

On August 15, 2003, Horizon commenced a maritime limitation of liability
action in the United States District Court for the Southern District of
Texas, Houston Division, captioned In the Matter of Horizon Vessels Inc., as
owner of the GULF HORIZON, seeking exoneration from or limitation of
liability in connection with this incident.  Horizon's suit contends that if
it is not entitled to exoneration, its liability should be limited to $19.3
million, representing the value of the GULF HORIZON and her pending freight,
and Horizon's insurers have provided an undertaking (subject to policy
defenses) to pay any judgment that may be rendered in the suit up to $19.3
million.

NYPA, LIPA and the insurers of the Y-49 cable, collectively referred to as
the 'Y-49 Cable Interests,' filed claims in the limitation action asserting
total damages of approximately $18.2 million.  On November 12, 2003, the
Partnership filed an Answer in Horizon's action, requesting that the
limitation of liability action be dismissed and/or that the limitation
injunction be lifted to permit the Partnership to pursue its claims against
Horizon in the forum of its choice, or, in the alternative, that Horizon be
denied limitation rights under the Limitation Act.  The Partnership also
filed a claim in Horizon's limitation action seeking indemnity for any
liability it may be found to have to the Y-49 Cable Interests as a result of
the NYPA cable incident as well as all losses suffered by the Partnership as
a result thereof, and, on a protective basis, seeking full damages for
Horizon's breaches and deficient performance under the Partnership/Horizon
construction contract, which claims are unrelated to the NYPA cable incident.
Thales also has filed a claim in the Horizon limitation action seeking
indemnity for any liability it may be found to have to the Y-49 Cable
Interests or the Partnership.

The Y-49 Cable Interests and the Partnership both filed motions to transfer
the Texas action to the United States District Court for the Eastern District
of New York.  Thales joined in those motions.  By order entered February 27,
2004, the court denied the motions to transfer.  However, in doing so, the
court confirmed that the Partnership could pursue its contract claims against
Horizon outside of the limitation action and that Horizon had no right to
limit its liability as to the Partnership's contract claims. The Y-49 Cable
Interests filed cross claims against the Partnership alleging claims under
the Crossing Agreement between the Partnership and NYPA and in common law
tort.

The Y-49 Cable Interests filed a motion for partial summary judgment against
the Partnership on October 13, 2004. The motion asked the court to find the
Partnership liable for indemnity under the Crossing Agreement for all costs
and expenses incurred by the Y-49 Cable Interests directly related to the
emergency response to the incident and for the costs and expenses of the
temporary and permanent repairs. The Partnership opposed the motion and on
May 12, 2005 the Magistrate Judge rendered her decision recommending that the
motion be denied. NYPA filed a Motion for Reconsideration of the Magistrate
Judge's decision and the Partnership filed opposition to that motion. On June
12, 2005, the Magistrate Judge issued an Order denying NYPA's Motion for
Reconsideration. The time for filing objections to the Magistrate Judge's
decision has passed and her decision is now final.

On August 1, 2005, Iroquois filed cross-claims against Thales seeking
indemnification in respect of the casualty and seeking to hold Thales liable
to the extent that Thales failed in its contractual obligation to name
Iroquois as an additional insured on its relevant insurance policies.

On April 29, 2005, Horizon filed a motion for partial summary judgment
against Thales seeking a declaration that Thales is obligated to defend and
indemnify Horizon pursuant to the contract between them. On May 18, 2005,
Iroquois joined in Horizon's motion for partial summary judgment against
Thales, contending that it likewise is entitled to be defended and
indemnified by Thales on the basis that it is an intended third-party
beneficiary to the Horizon-Thales contract.  The motion is fully submitted
and is pending decision by the Court.

On August 12, 2005, the Y-49 Cable Interests served a Supplemental Disclosure
which indicated that their claim has been increased by approximately $7.725
million to include a claim for certain 'congestion rent shortfalls' and costs
associated with the rental of temporary truck-mounted generators during the
Summer of 2003.  The Y-49 Cable Interests' total claim is currently stated at
$25.4 million.

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

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

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

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

On January 28, 2004, Anthony Capobianco filed a complaint against the
Partnership, IPOC and Consolidated Edison Company of New York in the Supreme
Court of the State of New York, New York County (Index No. 101366/04).  The
complaint alleges that Mr. Capobianco, an employee of Hallen Construction
Company, Inc., or Hallen, sustained personal injuries resulting from an
electrical current causing severe electrical shock while performing his
duties as part of the construction of the Hunts Point segment of the
Partnership's Eastchester project.  Hallen was the Partnership's contractor
employed to construct that segment of the project.  The claim is asserted for
damages in the amount of $10 million.  In May, 2005, Hatch Mott MacDonald, or
Hatch Mott, was impleaded as a third-party defendant as they were the
construction manager on the Hunts Point construction. On July 13, 2005, Mr.
Capobianco filed an amended and verified complaint, naming his wife, Geralin
Capobianco as an additional plaintiff seeking additional damages for
deprivation of consortium in the amount of $250 thousand.  The Partnership
has notified its insurance carriers and an answer has been filed to the
complaint. Hallen's insurer has agreed to indemnify and defend the
Partnership in this action up to the $1 million limit of its general
liability insurance policy. Additionally, Hallen has coverage under an excess
liability policy up to $20 million. Counsel is in the process of hiring an
engineering expert to protect the Partnership's interests in this lawsuit.
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.

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

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 March 2, 2005, representatives of the Partnership and US Gen NE agreed in
principal to a settlement agreement regarding the Partnership's proof of
claim with the bankruptcy court. Under said settlement, the Partnership would
receive $8.4 million, the value of its mitigated claim as well as,
approximately $2.1 million as a result of retained cash collaterals for a
total settlement of approximately $10.5 million plus 4% interest accruing
from the start of the claim.  On April 5, 2005, the settlement was approved
by the Bankruptcy Court. On May 12, 2005, the Bankruptcy Court approved US
Gen NE's Plan of Liquidation. A distribution of $8.9 million (reflecting $0.5
million in interest) was received on June 7, 2005. The Partnership has
recorded the funds as 'Other Income.'

Enron Corp. and Affiliated Entities Bankruptcy Filing

Enron Corp. and Enron North America Corp., collectively Enron, filed
voluntary petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of New York, or Bankruptcy Court, in 2001. In October 2002, the
Partnership filed Proofs of Claim with the Bankruptcy Court in the amount of
$1.6 million for Claim 1 and in the amount of Unknown dollars for Claim 2
resulting from termination by Enron of the Partnership's Gas Transportation
(Contract No. R-1250-05). On February 22, 2005, by Letter Agreement, Enron
agreed to allow the Partnership $1.8 million in unsecured claims. Based on
Enron's disclosure statement, Enron estimates to pay 20% of each unsecured
claim.  Distributions received from Enron to date total $49,998.  The
Partnership records these funds as 'Other Income.'


ITEMS 2-4 are not applicable.

ITEM 5. Other Information

None.


ITEM 6. EXHIBITS

(a)  Exhibits:

Index to Exhibits

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

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

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

<PAGE>



                           SIGNATURES


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


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

Date:  November 14, 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