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Exhibit 31.4

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF SARBANES  OXLEY ACT OF 2002

I, Thomas E. Legro, certify that:



|1. |  | I have reviewed this report on Form 10-Q
for the quarter ended June 30, 2003 of Indiantown
Cogeneration Funding Corporation;                                                                                                                                                                            
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|2. |  | Based on my knowledge, this report does
not contain any untrue statement of a material fact or
omit to state material fact necessary to make the
statements made, in light of the circumstances under which
such statements were made, not misleading with respect to
the period covered by this report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;                 
|  
|4. |  | The registrants other certifying
officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the registrant and have:                                                                             



| | a. |  | Designed such disclosure controls
and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this report is
being prepared;         
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| | b. |  | Evaluated the effectiveness of the
registrants disclosure controls and procedures and
presented in this report our conclusions about the
effectiveness of the disclosure controls and
procedures, as of the end of the period covered in this
report based on such evaluation; and                                                                                                    
|
| | c. |  | Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and

The registrants other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):



| | a. |  | All significant deficiencies and
material weaknesses in the design or operation of
internal control over financial reporting are
reasonably likely to adversely affect the registrants
ability to record, process, summarize and report
financial information; and
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| | b. |  | Any fraud, whether or not material,
that involves management or other employees who have a
significant role in the registrants internal control
over financial reporting.                                                                                         

Date: August 13, 2003

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| |  | -------------------------------------------
| |  | /s/ THOMAS E. LEGRO                        
| |  |                                            
| |  | Thomas E. Legro                            
| |  | Vice President, Controller and Chief       
| |  | Accounting Officer                         
| |  | Indiantown Cogeneration Funding Corporation