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




QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001




                 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 [ ]




<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, 2001 and 2000 and
          Nine Months Ended September 30, 2001 and 2000           3
       Consolidated Balance Sheets - September 30, 2001
          and December 31, 2000                                   4
       Consolidated Statements of Cash Flows -
          Nine Months Ended September 30, 2001 and 2000           5
       Consolidated Statement of Changes in Partners'
          Equity - Nine Months Ended September 30, 2001           6
       Notes to Consolidated Financial Statements                 7

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

   ITEM 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                          9

PART II.  OTHER INFORMATION

   ITEM 1.  Legal Proceedings                                    10




<PAGE>
<TABLE>
                  PART I. FINANCIAL INFORMATION

                  ITEM 1. FINANCIAL STATEMENTS

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

<CAPTION>
                                  Three Months Ended       Nine Months Ended
                                     September 30             September 30
                                   2001      2000           2001      2000


                               <c>       <c>            <c>       <c>
OPERATING REVENUES, NET           $30,526   $29,426        $95,744   $93,919

OPERATING EXPENSES
 Operation and maintenance          4,960     4,905         15,129    15,160
 Depreciation and amortization      5,964     5,811         17,758    17,744
 Taxes other than income taxes      2,637     2,722          8,150     8,242

   Operating expenses              13,561    13,438         41,037    41,146

OPERATING INCOME                   16,965    15,988         54,707    52,773

OTHER INCOME/(EXPENSES)               482       338          1,445     1,277

INTEREST EXPENSE, NET               6,658     8,339         21,901    23,067

INCOME BEFORE TAXES                10,789     7,987         34,251    30,983

PROVISION FOR TAXES                 4,364     3,711         13,876    12,488

NET INCOME                          6,425     4,276         20,375    18,495


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


<PAGE>

<TABLE>
            PART I. FINANCIAL INFORMATION (Continued)

            ITEM 1. FINANCIAL STATEMENTS (Continued)

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

<CAPTION>
                                            September 30,  December 31,
ASSETS                                           2001          2000
                                             (Unaudited)

                                          <c>           <c>
CURRENT ASSETS
 Cash and temporary cash investments         $   38,858    $  25,013
 Accounts receivable - trade                      4,692        7,655
 Accounts receivable - affiliates                 5,533        5,667
 Other current assets                             4,718        3,138
   Total Current Assets                          53,801       41,473

NATURAL GAS TRANSMISSION PLANT
 Natural gas plant in service                   778,946      777,577
 Construction work in progress                   22,775        7,646
                                                801,721      785,223
 Accumulated depreciation and amortization     (282,698)    (265,051)
   Net Natural Gas Transmission Plant           519,023      520,172

OTHER ASSETS AND DEFERRED CHARGES
 Regulatory assets - income tax related          13,160       13,634
 Regulatory assets - other                        1,897        2,038
 Other assets and deferred charges                7,375        7,051

   Total Other Assets and Deferred Charges       22,432       22,723

   TOTAL ASSETS                              $  595,256   $  584,368

LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                            $    3,322   $    3,639
 Accrued interest                                 7,233        2,909
 Current portion of long-term debt               22,222       22,222
 Accrued property tax                             2,873        3,541
 Other current liabilities                        2,088        1,844
   Total Current Liabilities                     37,738       34,155

LONG-TERM DEBT                                  350,000      366,667

OTHER NON-CURRENT LIABILITIES
 Unrealized loss-interest rate hedge, net of tax  2,309           --
 Other                                              684          489
   Total Other Non-Current Liabilities            2,993          489

AMOUNTS EQUIVALENT TO DEFERRED INCOME TAXES
  Generated by Partnership                       85,627       79,866
  Payable by Partners                           (72,467)     (66,232)
   Total Amounts Equivalent to Deferred
   Income Taxes                                  13,160       13,634
Commitments and Contingencies
Total Liabilities                               403,891      414,945
Partners' Equity                                191,365      169,423

   TOTAL LIABILITIES AND PARTNERS' EQUITY    $  595,256   $  584,368

<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,
                                                           2001       2000

                                                     <c>        <c>
OPERATING ACTIVITIES:
 Net Income                                             $ 20,375   $ 18,495
 Adjusted for the following:
   Depreciation and amortization                          17,758     17,744
   Allowance for equity funds used during construction      (217)       (77)
   Deferred regulatory asset-income tax related              474       (899)
   Amounts equivalent to deferred income taxes              (474)       899
   Income and other taxes payable by partners             13,876     12,488
   Other assets and deferred charges                        (247)    (5,796)
   Other non-current liabilities                             195       (195)

   CHANGES IN WORKING CAPITAL:
      Accounts receivable                                  3,097      2,032
      Other current assets                                (1,580)      (622)
      Accounts payable                                      (317)    (2,417)
      Accrued interest                                     4,324      1,121
      Other current liabilities                             (424)    (1,903)

NET CASH PROVIDED BY OPERATING ACTIVITIES                 56,840     40,870

INVESTING ACTIVITIES:
  Capital expenditures                                   (16,328)    (4,906)
     NET CASH USED FOR INVESTING ACTIVITIES              (16,328)    (4,906)

FINANCING ACTIVITIES:
  Long-term borrowings                                        --    400,000
  Partner distributions                                  (10,000)   (90,000)
  Repayments of long-term debt                           (16,667)  (313,431)
  Repayment of short-term borrowings                          --    (32,289)
     NET CASH USED FOR FINANCING ACTIVITIES              (26,667)   (35,720)

NET INCREASE IN CASH AND TEMPORARY
    CASH INVESTMENTS                                      13,845        244

CASH AND TEMPORARY CASH INVESTMENTS AT
    BEGINNING OF YEAR                                     25,013     27,375

CASH AND TEMPORARY CASH INVESTMENTS AT
    END OF PERIOD                                       $ 38,858   $ 27,619

Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest                                $ 17,353   $ 21,693

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


<PAGE>

<TABLE>
            PART I. FINANCIAL INFORMATION (Continued)

            ITEM 1. FINANCIAL STATEMENTS (Continued)

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY
         CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY
            For the Nine Months Ended September 30, 2001
                         (In Thousands)
                           (Unaudited)




                                            <c>
PARTNERS' EQUITY
BALANCE AT DECEMBER 31, 2000                   $169,423

Year-to-date net income                          20,375

Taxes payable by Partners                        13,876

Equity distributions to Partners                (10,000)

Other comprehensive loss, net of tax             (2,309)

PARTNERS' EQUITY
BALANCE AT SEPTEMBER 30, 2001                  $191,365

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

<PAGE>

           PART I. FINANCIAL INFORMATION - (Continued)

           ITEM 1. FINANCIAL STATEMENTS - (Continued)

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

1. The consolidated financial statements included herein have been prepared
by Iroquois Gas Transmission System, L.P., ("Iroquois" or "Company") without
audit pursuant to the rules and regulations of the Securities and Exchange
Commission.  Accordingly, they reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the financial
results for the interim periods.  Certain information and notes normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations.  However, the Company believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements should be read in conjunction with the financial
statements and the notes thereto included in Iroquois' Annual Report on Form
10-K for the year ended December 31, 2000("Iroquois' Form 10-K").

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

Certain prior year amounts have been reclassified to conform with current
year classifications.

2. Effective January 1, 2001 the Company has adopted Statement of Financial
Accounting Standards ("SFAS") No. 133 as issued by the Financial Accounting
Standards Board ("FASB"), "Accounting for Derivative Instruments and Hedging
Activities", as amended ("SFAS 133"). Under SFAS 133, Iroquois records the
fair value of derivatives held as assets or liabilities.  The changes in net
value of the effective portion of derivatives qualifying as cash flow hedges
are recorded in Other Comprehensive Income (or Loss), a component of
Partners' Equity.

3. Comprehensive income consisted of the following:
<TABLE>
<CAPTION>
(in thousands)                                        Nine months ended
                                                      September 30, 2001

                                                       <C>
Net income                                                $ 20,375
Other comprehensive loss
   Unrealized loss on interest rate hedge, net of tax       (2,309)

Comprehensive income                                      $ 18,066

</TABLE>
<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. ("Iroquois" or "Company") owns an
interstate natural gas pipeline system extending from the United States-
Canada border near Waddington, New York through Connecticut to South Commack,
Long Island, New York.  The Company's pipeline system commenced full
operations on January 25, 1992, and is operated by the Company's wholly owned
subsidiary, Iroquois Pipeline Operating Company.

In accordance with its Federal Energy Regulatory Commission ("FERC" or
"Commission") certificate, Iroquois was required to submit two rate cases to
determine the rates Iroquois may charge its shippers for use of its pipeline
system.  The first rate case filing was approved by the FERC on June 19,
1995, except for one item which involved the recovery of certain legal costs
incurred by Iroquois in defense of an investigation discussed in Iroquois'
Form 10-K, Note 7 to the Consolidated Financial Statements.  The second rate
case was filed on December 31, 1996.  During the latter part of 1999,
Iroquois held negotiations with its shippers, which led to the settlement of
the second rate case as well as remaining issues from the first rate case.
The settlement was filed with the FERC on December 17, 1999, and received
FERC approval on February 10, 2000.  The settlement provides for a schedule
of reductions in the rates Iroquois can charge its shippers beginning January
1, 2000, through the year 2003. It generally precludes additional rate cases
during this period initiated by Iroquois or any settling party and resolves
all rate matters outstanding from the Company's previous two rate cases.

Results of Operations
<TABLE>
<CAPTION>
                                      Three months ended    Nine months ended
Revenues and Volumes Delivered           September 30,        September 30,
                                         2001    2000         2001    2000
<S>                                     <C>     <C>          <C>     <C>
Revenues (dollars in millions)
Long-term firm reserved service         $ 28.5  $ 27.8       $ 88.0  $ 86.5
Short-term firm/interruptible/other(1)     2.0     1.6          7.7     7.4
Total revenues                          $ 30.5  $ 29.4       $ 95.7  $ 93.9

Volumes delivered (million dekatherms)
Long-term firm reserved service           73.7    71.1        206.5   219.6
Short-term firm/interruptible/other        8.9    14.0         30.4    40.1
Total volumes delivered                   82.6    85.1        236.9   259.7
____________________
(1)Other revenue includes deferred asset surcharges, park and loan service
revenue and marketing fees.
</TABLE>

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

Three months ended September 30, 2001 compared to the three months ended
September 30, 2000.

Revenues.  Total revenues for the three months ended September 30, 2001
increased $1.1 million or 3.7% compared to the three months ended
September 30, 2000. Long-term firm revenues increased largely from the
addition of Milford power plant to Iroquois' system in November of 2000.
Iroquois' long-term revenues are primarily derived from long-term contracts
and are not directly impacted by fluctuations in volumes.  Short-term and
interruptible volumes were down due to market and weather-related conditions,
however, related revenue increased $0.4 million over the prior year,
primarily due to an increase in park and loan service utilization.
Depreciation and Amortization Expense.  Depreciation and amortization expense
increased $0.2 million for the three months ended September 30, 2001 compared
to the three months ended September 30, 2000.  This increase is primarily due
to additions of general and transmission plant assets in the ordinary course
of business.

Interest expense decreased $1.7 million for the three months ended
September 30, 2001 compared to the three months ended September 30, 2000.
This decrease is due primarily to lower interest rates on floating-rate debt
and lower average long-term debt balances from scheduled debt repayments.

Nine months ended September 30, 2001 compared to the nine months ended
September 30, 2000.

Revenues.  Total revenues for the nine months ended September 30, 2001
increased $1.8 million or 1.9% compared to the nine months ended
September 30, 2000.  Despite a rate decrease of $.01 cent per Dekatherm,
long-term firm revenues increased $1.6 million largely resulting from the
addition of Milford power plant to Iroquois' system in November of 2000.
Iroquois' long-term revenues are primarily derived from long-term contracts
and are not directly impacted by fluctuations in volumes.  Short-term and
interruptible volumes were down due to market and weather related conditions,
however related revenue increased $0.3 million over the prior year primarily
due to higher peak period prices and an increase in park and loan service
utilization.

Depreciation and Amortization Expense.  Depreciation and amortization expense
increased slightly for the nine months ended September 30, 2001 compared to
the nine months ended September 30, 2000.  This increase is primarily due to
an increase in depreciation expense due to additions of general and
transmission plant assets in the normal course of business, partially offset
by a decrease in amortization expense resulting from the write off of certain
unamortized balances in 2000.

Interest Expense.  Interest expense decreased $1.2 million for the nine
months ended September 30, 2001 compared to the nine months ended
September 30, 2000.  This decrease is the result of lower average long-term
debt balance for the last four months of the period due to scheduled debt
repayments and lower interest rates on floating rate debt.  The decrease was
partially offset by increased interest expense in the first five months of
the period reflecting the impact of the long-term debt refinancing, which
closed on May 30, 2000. The details of the long-term debt refinancing are
discussed in Note 3 to the 2000 Consolidated Financial Statements of Form
10-K.

Liquidity and capital resources
Capital expenditures for the first nine months of 2001 were $16.3 million
compared to $4.9 million in 2000.  This increase related primarily to the
Eastchester/New York City extension, various general plant purchases and
other minor projects.

Cash flow (defined as net income adjusted for non-cash items such as
depreciation and deferred income taxes) represents the cash generated from
operations available for capital expenditures, partner distributions and
other operational needs.  Net cash provided by operating activities increased
$16.0 million to $56.8 million for the nine months ended September 30, 2001
as compared to the same period in 2000, primarily due to a change in the
timing of interest payments and amounts capitalized during the refinancing of
the company's debt which closed May 30, 2000, as well as increased net
income.

Iroquois is party to a $10 million revolving line of credit to support
working capital requirements.  Funds may be borrowed on a short-term basis at
variable rates.  As of September 30, 2001 and September 30, 2000 there were
no borrowings outstanding under this facility.

Total capital expenditures for 2001 are estimated to be approximately $41.7
million, including approximately $34.8 million for the Eastchester extension.
The remaining capital expenditures planned for 2001 are for the purchase of
land for a compressor site, a meter station and tap, and various general
plant purchases. Iroquois expects to fund the proposed expansion projects
currently under consideration through internally generated funds, the
issuance of additional indebtedness and capital contributions by our partners
in accordance with the partnership agreement.

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



<PAGE>

           PART I. FINANCIAL INFORMATION - (Concluded)

  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                              RISK

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY


   The Company's interest rate exposure results from the
portion of its consolidated debt portfolio subject to variable
rates.  To mitigate potential fluctuations in interest rates, the
Company maintains a significant portion of its consolidated debt
portfolio in fixed rate debt.  The Company also uses interest
rate swap agreements to manage its level of exposure to interest
rate changes.  For a further discussion about the Company's interest
rate swaps, see Iroquois' Form 10-K, Note 3 to the Consolidated
Financial Statements.

<PAGE>

                   PART II. OTHER INFORMATION

         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY


ITEM 1. Legal Proceedings

A description of the Company's legal proceedings is contained in the
Company's annual report on Form 10-K for the year ended December 31, 2000.

No further material legal proceedings or material developments occurred since
December 31, 2000.

On June 1, 2001, the FERC issued a Preliminary Determination on Non-
Environmental Issues, supporting the issuance of Iroquois' requested
certificate to construct and operate the Eastchester Extension Project.
Environmental issues are still pending and will be addressed in a subsequent
order when the environmental review and analysis are complete.  Final
approval and issuance of the certificate depends on a favorable environmental
review.  A complete description of the Eastchester Extension Project can be
found in Note 7 to the 2000 Consolidated Financial Statements on Form 10-K.

On August 2, 2001 the Commission issued a Notice of Availability of the Draft
Environmental Impact Statement ("DEIS") for Iroquois' proposed Eastchester
Project.  In the DEIS, the Commission Staff proposed an alternate route than
the one originally requested by Iroquois in its application for a certificate
of public convenience and necessity, which is needed to construct and operate
the Eastchester Project.  On October 1, 2001, Iroquois filed comments with
the Commission on the DEIS.  In its comments, Iroquois indicated that subject
to certain modifications in the revised route and Iroquois' ability to obtain
reasonable permits from other federal, state and local agencies, Iroquois is
willing to accept the route endorsed by the Commission Staff.  Assuming that
these conditions are satisfied, the estimated cost of the Project will
increase from $173.9 million to $210 million.  Additionally, the route change
may delay the in-service date for certain of the Eastchester facilities.












<PAGE>

                           SIGNATURES


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



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

Date:  (November 8, 2001)  By:  Iroquois Pipeline Operating Company,
                                   as its Agent

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