<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 June 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]


<PAGE>





         IROQUOIS GAS TRANSMISSION SYSTEM, L.P. AND SUBSIDIARY

                        TABLE OF CONTENTS




                                                                        Page
                                                                         No.
PART I.   FINANCIAL INFORMATION

   ITEM 1.  Financial Statements

       Consolidated Statements of Income -
          Three Months Ended June 30, 2005 and 2004 (Restated) and
          Six Months Ended June 30, 2005 and 2004 (Restated)              3
       Consolidated Balance Sheets - June 30, 2005
          and December 31, 2004 (Restated)                                4
       Consolidated Statements of Cash Flows -
          Six Months Ended June 30, 2005 and 2004 (Restated)              5
       Consolidated Statement of Changes in Partners' Equity -
          Six Months Ended June 30, 2005 and                              6
          Six Months Ended June 30, 2004 (Restated)                       6
       Notes to Consolidated Financial Statements                         7

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

   ITEM 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                                  9

   ITEM 4.  Controls and Procedures                                      10


PART II.  OTHER INFORMATION

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


   Signatures                                                            12


<PAGE>


<TABLE>
                  PART I. FINANCIAL INFORMATION

                  ITEM 1. FINANCIAL STATEMENTS

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

<CAPTION>
                                  Three Months Ended        Six Months Ended
                                       June 30                  June 30
                                   2005      2004           2005      2004
                                           RESTATED                 RESTATED


                               <c>       <c>            <c>       <c>
OPERATING REVENUES                $36,215   $36,288        $76,491   $75,607

OPERATING EXPENSES
 Operation and maintenance          6,448     6,829         12,013    12,716
 Depreciation and amortization      8,053     8,098         16,091    15,481
 Taxes other than income taxes      4,420     3,150          8,905     6,441

   Operating expenses              18,921    18,077         37,009    34,638

OPERATING INCOME                   17,294    18,211         39,482    40,969

OTHER INCOME/(EXPENSES)
Interest Income                       225        59            423       127
Allowance for equity funds
  used during construction             --     --               --      1,123
Other Income                       11,085         1         11,085         2
Other Expenses                        (88)      (43)          (218)      (48)
    Other income/(expenses)        11,222        17         11,290     1,204

INTEREST EXPENSE
Interest Expense                    8,336     8,319         16,720    16,663
Allowance for borrowed funds
  used during construction             --    --                 --    (1,070)
Interest Expense, Net               8,336     8,319         16,720    15,593

NET INCOME                         20,180     9,909         34,052    26,580

<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>
                                               June 30,    December 31,
ASSETS                                           2005          2004
                                                             RESTATED

                                          <c>           <c>
CURRENT ASSETS
 Cash and temporary cash investments          $  42,187    $  36,393
 Accounts receivable - trade, net                 5,511        6,752
 Accounts receivable - affiliates                 6,237        6,584
 Prepaid property taxes                           5,517        5,602
 Insurance receivables                            8,500           --
 Other current assets                             4,060        4,914
   Total Current Assets                          72,012       60,245

NATURAL GAS TRANSMISSION PLANT
 Natural gas plant in service                 1,097,398    1,094,821
 Construction work in progress                    6,733        6,472
                                              1,104,131    1,101,293
 Accumulated depreciation and amortization     (365,921)    (350,091)
   Natural Gas Transmission Plant, Net          738,210      751,202

OTHER ASSETS AND DEFERRED CHARGES
Regulatory assets                                 1,191        1,285
 Other assets and deferred charges               10,450       11,686

   Total Other Assets and Deferred Charges       11,641       12,971

   TOTAL ASSETS                               $ 821,863    $ 824,418

LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                             $     514    $   9,454
 Accrued interest                                 4,622        4,674
 Current portion of long-term debt               22,222       32,222
 Current deposits                                 2,248        3,899
 Other current liabilities                        1,323        2,250
   Total Current Liabilities                     30,929       52,499

LONG-TERM DEBT                                  414,445      425,556

OTHER NON-CURRENT LIABILITIES
 Derivative liability - interest rate hedge       1,197        1,771
 Other                                            2,560        1,486
   Total Other Non-Current Liabilities            3,757        3,257

Commitments and Contingencies                       -            -
Total Liabilities                               449,131      481,312
Partners' Equity                                372,732      343,106

   TOTAL LIABILITIES AND PARTNERS' EQUITY     $ 821,863    $ 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>
                                                         Six Months Ended
                                                              June 30,
                                                          2005       2004
                                                                   RESTATED

                                                     <c>        <c>
OPERATING ACTIVITIES:
 Net Income                                             $ 34,052   $ 26,580
 Adjusted for the following:
   Depreciation and amortization                          16,091     15,481
   Allowance for equity funds used during construction        --     (1,123)
   Other assets and deferred charges                       1,188      1,213
   Other non-current liabilities                           1,074        104

   CHANGES IN WORKING CAPITAL:
      Accounts receivable                                  1,588      1,206
      Prepaid property taxes                                  85        872
      Other current assets                                   854       (289)
      Accounts payable                                      (560)      (466)
      Accrued interest                                       (52)       (13)
      Customer Deposits                                   (1,651)      (989)
      Other current liabilities                             (927)      (750)

NET CASH PROVIDED BY OPERATING ACTIVITIES                 51,742     41,826

INVESTING ACTIVITIES:
  Capital expenditures                                   (24,337)   (31,447)
  Insurance recoveries related to construction             4,500         --
     NET CASH USED IN INVESTING ACTIVITIES               (19,837)   (31,447)

FINANCING ACTIVITIES:
  Partner distributions                                   (5,000)        --
  Repayments of long-term debt                           (21,111)   (11,111)
     NET CASH USED FOR FINANCING ACTIVITIES              (26,111)   (11,111)

NET (DECREASE)/INCREASE IN CASH AND TEMPORARY
    CASH INVESTMENTS                                       5,794       (732)

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

CASH AND TEMPORARY CASH INVESTMENTS AT
    END OF PERIOD                                       $ 42,187   $ 35,612

Supplemental Disclosures of Cash Flow Information:
  Cash paid for interest                                $ 15,957   $ 15,862
  Accounts payable accruals for capital expenditures    $    125   $  7,652
  Receivable recorded for insurance recoveries          $  8,500   $     --
    applied to capital expenditures.

<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 Six Months Ended June 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             34,052                                     34,052

Equity distribu-
 tions to partners                (5,000)                         (5,000)

Other compre-
 hensive income                                           574        574

Balance at
 June 30, 2005       $605,109  $(510,544)  $279,381   $(1,214)  $372,732

<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 Six Months Ended June 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             26,580                                     26,580

Equity distribu-
 tions to partners                    --                              --

Other compre-
 hensive income                                         1,033      1,033

Balance at
 June 30, 2004       $552,899  $(490,544)  $279,381   $(3,151)  $338,585

<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., referred to herein as Iroquois or
the Partnership, without audit pursuant to the rules and regulations of the
Securities and Exchange Commission.  Accordingly, they reflect all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the financial results for the interim periods (see Note 2).
Certain information and notes normally included in financial statements
prepared in accordance with generally accepted accounting principles have
been condensed or omitted pursuant to such rules and regulations.  However,
the Partnership believes that the disclosures are adequate to make the
information presented not misleading.  These financial statements should be
read in conjunction with the financial statements and the notes thereto
included in Iroquois' Annual Report on Form 10-K/A for the year ended
December 31, 2004, referred to herein as Iroquois' Form 10-K/A.  Iroquois'
Form 10-K/A is expected to be restated in September 2005 to reflect the prior
year provision for income taxes restatement discussed below in Note 2.
Therefore, the December 31, 2004 restated financial statements referred to
here-in are unaudited.

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 has included a provision for income taxes in its
presentation of the consolidated statements of income and the corresponding
amounts equivalent to deferred income taxes and regulatory assets-income tax
in the consolidated balance sheets.  As a partnership, Iroquois should
present the Consolidated Statement of Income without the provision for taxes
and should present the Consolidated Balance Sheet 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
Statement 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 Statement
of Income for the three and six months ended June 30, 2004, the Consolidated
Balance Sheet and the Consolidated Statement of Changes in Partners' Equity
for the six months ended June 30, 2004 and at December 31, 2004 and the
Consolidated Statement of Cash Flows for the six months ended June 30, 2004.
Additionally, appropriate comparative amounts as of or for the six months
ended June 30, 2004 have been reflected as 'Restated' elsewhere in these
Notes to the Consolidated Financial Statements.

<TABLE>
<CAPTION>
(in thousands)
                                              As
                                          Originally
                                           Reported
                                           In 2004                    As
                                            Filing     Adjustment   Restated
<S>                                        <C>        <C>          <C>
Restatement to 2004

Consolidated Statements of Income

For the three months ended June 30, 2004:
Income before taxes                        $   9,909   $  (9,909)   $     --<F2>
Provision for taxes                            3,986      (3,986)         --<F2>
Net Income                                     5,923       3,986       9,909

For the six months ended June 30, 2004:
Income before taxes                        $  26,580   $ (26,580)   $     --<F2>
Provision for taxes                           10,821     (10,821)         --<F2>
Net Income                                    15,759      10,821      26,580

Consolidated Balance Sheets
 as of December 31, 2004
Regulatory assets - income tax related     $  19,449   $ (19,449)   $     --<F2>
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)         --<F2>
  Payable by partners                       (139,220)    139,220          --<F2>
  Related to other comprehensive income         (715)        715          --<F2>
    Total amounts equivalent to deferred
     income taxes                             18,734     (18,734)         --<F2>
Total liabilities                            500,046     (18,734)    481,312
Partners' equity                             343,821        (715)    343,106
Total liabilities and partners' equity       843,867     (19,449)    824,418

Consolidated Statements of Cash Flows

For the six months ended June 30, 2004:
Net income                                 $  15,759   $  10,821    $ 26,580
Deferred regulatory asset-income
 tax related                                   (758)         758          --<F2>
Amounts equivalent to deferred income taxes      758        (758)         --<F2>
Income and other taxes payable by partners    10,821     (10,821)         --<F2>

Consolidated Statement of Changes in
 Partners' Equity

Partners' Equity Balance at
 December 31, 2003                         $ 312,643   $  (1,671)    $310,972
Net Income                                    15,759      10,821       26,580
Taxes Payable by Partners'                    10,821     (10,821)          --<F2>
Accumulated Other Comprehensive Income           620         413        1,033
Partners' Equity Balance at
 June 30, 2004                             $ 339,843   $  (1,258)    $338,585

Partners Equity Balance at
 December 31, 2004                         $ 343,821   $    (715)    $343,106

<FN>
<F2>Line item has been eliminated in the restated financial statements.
</FN>
</TABLE>

3. Prior Year Cash Flow Restatement:

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

The following table sets forth the restatement to the Consolidated Statement
of Cash Flows for the six months ended June 30, 2004:

<TABLE>
<CAPTION>
(in thousands)
                                               As
                                           Originally                 As
                                            Reported   Adjustment   Restated
<S>                                        <C>          <C>          <C>
Changes in working capital -
  accounts payable                         $(13,411)    $ 12,945    $   (466)

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

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

Net cash used in investing activities      $(18,502)    $(12,945)   $(31,447)

Supplemental Disclosure of Cash Flow
 Information:
  Accounts payable accruals for            $     --     $  7,652    $  7,652
   capital expenditures

</TABLE>

4. Comprehensive income consisted of the following:
<TABLE>
<CAPTION>
(in thousands)
            Six months ended
                                                          June 30
                                                      2005      2004
                                                              RESTATED
<S>                                                 <C>       <C>
Net income                                          $34,052    $26,580

Other comprehensive income
   Unrealized gain on interest rate hedge                75        163

    Reclassification to net income                       499        870

    Unrealized gain in interest rate
     hedge, net of reclassification                      574      1,033

Comprehensive income                                $34,626    $27,613


<CAPTION>
(in thousands)
           Three months ended
                                                         June 30
                                                      2005      2004
                                                              RESTATED
<S>                                                 <C>       <C>
Net income                                          $20,180   $ 9,909

Other comprehensive income
   Unrealized (loss)/gain on interest rate hedge       (194)      601

    Reclassification to net income                      229       429

    Unrealized gain in interest rate
     hedge, net of reclassification                      35     1,030

Comprehensive income                                $20,215   $10,939

</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    Six months ended
                                             June 30,            June 30,
                                          2005      2004      2005      2004
<S>                                      <C>       <C>       <C>       <C>
Service Cost                             $ 227     $ 200     $ 454     $ 420
Interest Cost                               85        77       170       154
Expected return on plan assets             (110)     (88)     (220)     (176)
Amortization of prior service cost           3         3         6         6
Recognition of net actuarial loss           13        15        26        30

Net periodic pension cost                $ 218     $ 207     $ 436     $ 434

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 six months ended June 30, 2005,
$0.6 million of contributions have been made to its pension plans including
$0.3 million for the three months ended June 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,' also have filed claims in the
limitation action asserting total damages of approximately $18.2 million.
On August 12, 2005, the Y-49 Cable Interests amended their claim to $25.4
million.  The Partnership filed an Answer in Horizon's action, requesting
that the limitation of liability action be dismissed and/or that the
limitation injunction be lifted to permit the Partnership to pursue its
claims against Horizon in the forum of its choice, or, in the alternative,
that Horizon be denied limitation rights under the Limitation Act.  The
Partnership also filed a claim in Horizon's limitation action seeking
indemnity for any liability it may be found to have to the Y-49 Cable
Interests as a result of the NYPA cable incident as well as all losses
suffered by the Partnership as a result thereof, and, on a protective basis,
seeking full damages for Horizon's breaches and deficient performance under
the Partnership/Horizon construction contract, which claims are unrelated to
the NYPA cable incident. Thales also has filed a claim in the Horizon
limitation action seeking indemnity for any liability it may be found to have
to the Y-49 Cable Interests or the Partnership.  The Y-49 Cable Interests and
the Partnership both filed motions to transfer the Texas action to the United
States District Court for the Eastern District of New York.  Thales joined in
those motions.  By order entered February 27, 2004, the court denied the
motions to transfer.  However, in doing so, the court confirmed that the
Partnership could pursue its contract claims against Horizon outside of the
limitation action and that Horizon had no right to limit its liability as to
the Partnership's contract claims. The Y-49 Cable Interests filed cross
claims against the Partnership alleging claims under the Crossing Agreement
between the Partnership and NYPA and in common law tort.

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


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

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

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

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

On January 28, 2004, Anthony Capobianco filed a complaint against the
Partnership, IPOC and Consolidated Edison Company of New York in the Supreme
Court of the State of New York, New York County (Index No. 101366/04).  The
complaint alleges that Mr. Capobianco, an employee of Hallen Construction
Company, Inc., or Hallen, sustained personal injuries resulting from an
electrical current causing severe electrical shock while performing his
duties as part of the construction of the Hunts Point segment of the
Partnership's Eastchester project.  Hallen was the Partnership's contractor
employed to construct that segment of the project.  The claim is asserted for
damages in the amount of $10 million.  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. 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.

Pipeline Subsidence Insurance Recovery

On June 17, 2005, the Partnership entered into a settlement agreement with
its Builders Risk Insurance carriers. Under the settlement, the Partnership
will recover $8.5 million (after a $2.0 million deductible). The insurance
recovery relates to a subsidence of the Eastchester pipeline that was
discovered during construction. The subsidence required substantial remedial
action by the Partnership prior to placing the Eastchester facility in
service. The $8.5 million recovery reduced the overall capital costs of the
Eastchester Project.

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
stands to receive $8.4 million, the value of its mitigated claim as well as,
approximately $2.1 million as a result of retained cash collaterals for a
total settlement of approximately $10.5 million plus 4% interest accruing
from the start of the claim.  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.   On June 20, 2005, the
Partnership received the first installment distribution in the amount of
$12,267. On August 5, 2005, Iroquois received another installment in the
amount of $23,624.55. The Partnership recorded 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, and the Partnership is currently remarketing the
Brookfield Project capacity.  Additionally, the Partnership is exploring
other services and products that may also utilize Brookfield Project
capacity.  As of March 31, 2005, the Partnership had incurred approximately
$2.5 million in construction expenditures related to the Brookfield Project,
primarily related to the purchase of the Brookfield site.

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

On June 27, 2003, the Partnership purchased real property in Brookfield, CT,
which was previously approved by the FERC as suitable for construction of the
Brookfield compressor station. In accordance with the FERC approval, the site
must be remediated before construction takes place.   On November 3, 2004,
the Connecticut Department of Environmental Protection approved the project's
site remediation plan and scope of work schedule. 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.

<PAGE>


PART I. FINANCIAL INFORMATION - (Continued)

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

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

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

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

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

<TABLE>
<CAPTION>
                                      Three months ended     Six months ended
Revenues and Volumes Delivered              June 30,              June 30,
                                          2005    2004          2005    2004
<S>                                      <C>     <C>           <C>     <C>
Revenues (dollars in millions)
Long-term firm reserved service          $ 34.0  $ 33.1        $ 71.0  $ 66.9
Short-term firm/interruptible/other <F1>    2.2     3.2           5.5     8.7
Total revenues                           $ 36.2  $ 36.3        $ 76.5  $ 75.6

Volumes delivered (million dekatherms)
Long-term firm reserved service            75.9    70.0         153.2   147.0
Short-term firm/interruptible/other <F1>   17.2    17.4          30.0    34.2
Total volumes delivered                    93.1    87.4         183.2   181.2
<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 June 30, 2005 compared to the three-month period
ended June 30, 2004.

Revenues.  Total revenues decreased $0.1 million to $36.2 million for the
three-month period ended June 30, 2005 from $36.3 million for the three-month
period ended June 30, 2004.

Long term firm reserved service revenues increased $0.9 million, or 2.7%, to
$34.0 million for the three months ended June 30, 2005 from $33.1 million for
the same period in 2004.  The increase is due primarily due to the
commencement of new long-term firm contracts in the third quarter of 2004
partially offset by a rate decrease effective July 1, 2004 which was the
result of a settlement of Iroquois' mainline rate proceeding.

Short-term firm/interruptible/other revenues decreased $1.0 million, or
31.3%, to $2.2 million for the three-month period ended June 30, 2005 from
$3.2 million for the same period in 2004, primarily due to lower volumes at
reduced rates for natural gas during the three-month period ended June 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
decreased $0.4 million, or 5.6%, to $6.4 million for the three-month period
ended June 30, 2005 from $6.8 million for the three-month period ended June
30, 2005, primarily due to a decrease in regulatory expenses and general
office expenses.

Taxes other than income taxes.  Taxes other than income taxes encompass
property and school taxes paid to various state jurisdictions for mainline,
metering and compression facilities along the pipeline system of Iroquois.
Taxes other than income taxes increased $1.3 million, or 40.3%, to $4.4
million for the three-month period ended June 30, 2005 from $3.1 million for
the three-month period ended June 30, 2004 primarily due to assessments on
facilities related to the Eastchester Extension.

Other Income/Expenses.  Other income/expenses include certain investment
income and income and expense adjustments not recognized elsewhere.  Other
income/expenses increased $11.2 million for the three-month period ended June
30, 2005 as compared to the three-month period ended June 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.

Six-month period ended June 30, 2005 compared to the six-month period ended
June 30, 2004.

Revenues.  Total revenues increased $0.9 million, or 1.2%, to $76.5 million
for the six-month period ended June 30, 2005 from $75.6 million for the six-
month period ended June 30, 2004.

Long term firm reserved service revenues increased $4.1 million, or 6.1%, to
$71.0 million for the six months ended June 30, 2005 from $66.9 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 rate decrease
effective July 1, 2004 which was the result of Iroquois' mainline rate
proceeding.

Short-term firm/interruptible/other revenues decreased $3.2 million, or
36.8%, to $5.5 million for the six-month period ended June 30, 2005 from $8.7
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 $0.7 million or 5.5% to $12.0 million for the six-month period
ended June 30, 2005 from $12.7 million for the six-month period ended June
30, 2004, primarily due to a decrease in regulatory expenses and general
office expenses.

Depreciation and Amortization.  Depreciation and amortization increased $0.6
million, or 3.9%, to $16.1 million for the six-month period ended June
30, 2005 from $15.5 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 $2.5
million, or 39.1%, to $8.9 million for the six-month period ended June 30,
2005 from $6.4 million for the six-month period ended June 30, 2004 primarily
due to assessments on facilities related to the Eastchester Extension.

Other Income/Expenses.  Other income/expenses increased $10.1 million to
$11.3 million for the six-month period ended June 30, 2005 from $1.2 million
for the six-month period ended June 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 $1.1 million, or
7.2%, to $16.7 million for the six-month period ended June 30, 2005 from
$15.6 million for the six-month period ended June 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 six 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 $51.7 million in the
first half of 2005 compared to $41.8 million in the first half of 2004,
primarily due to an increase in net income.  Net cash used for financing
activities was $26.1 million for the first six months of 2005, as compared to
$11.1 million during the same period in 2004, primarily due to the repayment
of long-term debt and partner distributions of $5.0 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 six months of 2005 were $24.3 million,
compared to $31.4 million in the first six months of 2004.  Capital
expenditures for 2005 reflect 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
$4.5 million.  The Partnership also expects to receive an additional $8.5
million of insurance recoveries related to Eastchester construction for which
a receivable has been recorded in June 2005. Both of these recoveries are
being 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 $28
million, including the Eastchester expenditures referenced previously and
approximately $2.5 million for installation of a vent valve on Long Island.
The remaining capital expenditures planned for 2005 are primarily for various
general plant purchases.

The Partnership'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 $5 million
during the first six months of 2005.  There were no cash distributions to
partners during the same period in 2004.

Off-Balance Sheet Transactions

At June 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 June 30, 2005, the
Partnership had $66.7 million of variable-rate debt outstanding, of which
approximately $22.2 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 Securities Exchange Act of 1934.

Management, under the supervision and with the participation of the
Partnership's principal executive officer and principal financial officer,
conducted an evaluation of the effectiveness of the design and operation of
the Partnership's disclosure controls and procedures as of the end of the
period covered by this report. 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 not
effective as of June 30, 2005.

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.

REMEDIATION ACTIVITIES

Remediation of Previously Disclosed Statement of Cash Flows Material Weakness

Management under the supervision and with the participation of the
Partnership's principal executive officer and principal financial officer,
conducted an evaluation of the effectiveness of the design and operation of
the Partnership's disclosure controls and procedures at March 31, 2005 and
determined that there was a material weakness in internal control over
financial reporting because the Partnership did not maintain effective
controls over the application of generally accepted accounting principles
related to the preparation of the Partnership's Consolidated Statement of
Cash Flows. This material weakness was disclosed in the Company's Form 10-K/A
for the year ended December 31, 2004. Specifically, the Partnership did not
maintain effective controls to appropriately exclude from capital
expenditures reported in the Consolidated Statement of Cash Flows, capital
expenditures that were unpaid and included in accounts payable at the end of
the reporting period. Restatements were filed on June 22, 2005 reflecting
these changes in the 2004 periodic reports.

In an effort to remediate this material weakness in the Partnership's
internal control over financial reporting, management has implemented a
process to identify the amount of unpaid capital expenditures at the end of
the reporting period to ensure capital expenditures are properly reflected in
the Consolidated Statement of Cash Flows in accordance with generally
accepted accounting principles. Specifically, an analysis of accounts payable
is performed at the end of each quarter to determine whether accruals for
capital expenditures have been recorded. If capital expenditure accruals have
been recorded, those accruals are eliminated from the Consolidated Statement
of Cash Flows and shown as a supplemental disclosure of cash flow
information.  In addition, in instances where capital expenditure accruals
have been settled, those settlements are shown as an increase to investing
activities on the Consolidated Statement of Cash Flows.  Management believes
this process has remediated this material weakness as of June 30, 2005.

Other Remediation Activities

In an effort 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 will remediate the material weaknesses described
above but have not done so as of June 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.


                        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 liability and excess
insurer seeking coverage and is currently investigating the applicability of
all other available insurance coverages.

On August 15, 2003, Horizon commenced a maritime limitation of liability
action in the United States District Court for the Southern District of
Texas, Houston Division, captioned In the Matter of Horizon Vessels Inc., as
owner of the GULF HORIZON, seeking exoneration from or limitation of
liability in connection with this incident.  Horizon's suit contends that if
it is not entitled to exoneration, its liability should be limited to $19.3
million, representing the value of the GULF HORIZON and her pending freight,
and Horizon's insurers have provided an undertaking (subject to policy
defenses) to pay any judgment that may be rendered in the suit up to $19.3
million.  NYPA, LIPA and the insurers of the Y-49 cable, collectively
referred to as the 'Y-49 Cable Interests,' also have filed claims in the
limitation action asserting total damages of approximately $18.2 million.
On August 12, 2005, the Y-49 Cable Interests amended their claim to $25.4
million.  The Partnership filed an Answer in Horizon's action, requesting
that the limitation of liability action be dismissed and/or that the
limitation injunction be lifted to permit the Partnership to pursue its
claims against Horizon in the forum of its choice, or, in the alternative,
that Horizon be denied limitation rights under the Limitation Act.  The
Partnership also filed a claim in Horizon's limitation action seeking
indemnity for any liability it may be found to have to the Y-49 Cable
Interests as a result of the NYPA cable incident as well as all losses
suffered by the Partnership as a result thereof, and, on a protective basis,
seeking full damages for Horizon's breaches and deficient performance under
the Partnership/Horizon construction contract, which claims are unrelated to
the NYPA cable incident. Thales also has filed a claim in the Horizon
limitation action seeking indemnity for any liability it may be found to have
to the Y-49 Cable Interests or the Partnership.  The Y-49 Cable Interests and
the Partnership both filed motions to transfer the Texas action to the United
States District Court for the Eastern District of New York.  Thales joined in
those motions.  By order entered February 27, 2004, the court denied the
motions to transfer.  However, in doing so, the court confirmed that the
Partnership could pursue its contract claims against Horizon outside of the
limitation action and that Horizon had no right to limit its liability as to
the Partnership's contract claims. The Y-49 Cable Interests filed cross
claims against the Partnership alleging claims under the Crossing Agreement
between the Partnership and NYPA and in common law tort.

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

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

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

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

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

On January 28, 2004, Anthony Capobianco filed a complaint against the
Partnership, IPOC and Consolidated Edison Company of New York in the Supreme
Court of the State of New York, New York County (Index No. 101366/04).  The
complaint alleges that Mr. Capobianco, an employee of Hallen Construction
Company, Inc., or Hallen, sustained personal injuries resulting from an
electrical current causing severe electrical shock while performing his
duties as part of the construction of the Hunts Point segment of the
Partnership's Eastchester project.  Hallen was the Partnership's contractor
employed to construct that segment of the project.  The claim is asserted for
damages in the amount of $10 million.  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. 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.

Pipeline Subsidence Insurance Recovery

On June 17, 2005, the Partnership entered into a settlement agreement with
its Builders Risk Insurance carriers. Under the settlement, the Partnership
will recover $8.5 million (after a $2.0 million deductible). The insurance
recovery relates to a subsidence of the Eastchester pipeline that was
discovered during construction. The subsidence required substantial remedial
action by the Partnership prior to placing the Eastchester facility in
service. The $8.5 million recovery reduced the overall capital costs of the
Eastchester Project.

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
stands to receive $8.4 million, the value of its mitigated claim as well as,
approximately $2.1 million as a result of retained cash collaterals for a
total settlement of approximately $10.5 million plus 4% interest accruing
from the start of the claim.  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.  On June 20, 2005, the Partnership received the first installment
distribution in the amount of $12,267. On August 5, 2005, Iroquois received
another installment in the amount of $23,624.55. The Partnership recorded
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:  August 22, 2005    By:  Iroquois Pipeline Operating Company,
                                   as its Agent

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


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