##### 



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

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

For the Quarterly Period Ended September 30, 2003

Commission File Number 33-82034

INDIANTOWN COGENERATION, L.P.

(Exact name of co-registrant as specified in its charter)


|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 52-1722490
(I.R.S. Employer Identification Number)

INDIANTOWN COGENERATION FUNDING CORPORATION

(Exact name of co-registrant as specified in its charter)

|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 52-1889595
(I.R.S. Employer Identification Number)

7600 Wisconsin Avenue
Bethesda, Maryland 20814-6161

(Co-registrants address of principal executive offices)


(301)-280-6800

(Co-registrants telephone number, including area code)


Indicate by check mark whether the co-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
co-registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.   [ X ] Yes     [   ] No

Indicate by check mark whether the co-registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)   [   ] Yes     [ X ] No

As of November 13, 2003, there were 100 shares of common stock of Indiantown
Cogeneration Funding Corporation, $1 par value outstanding.





---



##### 



Indiantown Cogeneration, L.P.
Indiantown Cogeneration Funding Corporation

|           |  |                                                                                                                                                         |  |         
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|PART I     |  | FINANCIAL INFORMATION                                                                                                                                   |  | Page No.
|           |  |                                                                                                                                                         |  |         
|Item 1     |  | Financial Statements:                                                                                                                                   |  |         
|           |  | Consolidated Balance Sheets as of September 30, 2003 (Unaudited) and
December 31, 2002                                                                  |  | 1       
|           |  | Consolidated Statements of Operations for the Three Months and Nine
Months Ended September 30,
     2003 (Unaudited) and September 30, 2002
(Unaudited) |  | 3       
|           |  | Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2003 (Unaudited)
     and September 30, 2002 (Unaudited)                  |  | 4       
|           |  | Notes to Consolidated Financial Statements (Unaudited)                                                                                                  |  | 5       
|Item 2     |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations                                                                   |  | 11      
|Item 3     |  | Qualitative and Quantitative Disclosures About Market Risk                                                                                              |  | 21      
|Item 4     |  | Controls and Procedures                                                                                                                                 |  | 22      
|PART II    |  | OTHER INFORMATION                                                                                                                                       |  |         
|Item 5     |  | Other Information                                                                                                                                       |  | 22      
|Item 6     |  | Exhibits and Reports on Form 8-K                                                                                                                        |  | 24      
|Signatures |  |                                                                                                                                                         |  | 26      





---



##### 



PART I
FINANCIAL INFORMATION

Indiantown Cogeneration, L.P. and Subsidiary
Consolidated Balance Sheets
(in thousands)

|                                                                                               |                                                                                             |                      |         |               |         |              |         |        |         | 
|---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | -------------------- | ------- | ------------- | ------- | ------------ | ------- | ------ | ------- | 
|                                                                                               |                                                                                             |                      |         | September 30, |         | December 31,
|ASSETS                                                                                         |                                                                                             | 2003                 |         | 2002         
|                                                                                               |                                                                                             |                      |         |              
|                                                                                               |                                                                                             |                      |         | (Unaudited)   |         |              |         |       
|CURRENT ASSETS:                                                                                |                                                                                             |                      |         |               |         |              |         |       
|                                                                                               | Cash and cash equivalents                                                                   |                      | $       | 332           |         |              | $       | 290    |        
|                                                                                               | Restricted cash                                                                             |                      |         |              |         |              |         | 1,700  |        
|                                                                                               | Accounts receivable-trade                                                                   |                      |         | 19,861        |         |              |         | 17,513 |        
|                                                                                               | Inventories                                                                                 |                      |         | 1,617         |         |              |         | 741    |        
|                                                                                               | Prepaids                                                                                    |                      |         | 1,320         |         |              |         | 928    |        
|                                                                                               | Deposits                                                                                    |                      |         | 44            |         |              |         | 44     |        
|                                                                                               | Investments held by trustee, including
restricted funds of $43,719 and
$5,569, respectively |                      |         | 51,376        |         |              |         | 14,913 |        
|                                                                                               |                                                                                             |                      |         |               |         |              |         |        |        
|                                                                                               |                                                                                             | Total current assets |         |               | 74,550  |              |         |        | 36,129  | 
|                                                                                               |                                                                                             |                      |         |               |         |              |         |        |        
|INVESTMENTS HELD BY TRUSTEE,
restricted funds                                                  |                                                                                             |                      | 16,008  |               |         |              | 26,001  |       
|DEPOSITS                                                                                       |                                                                                             |                      | 196     |               |         |              | 185     |       
|NET PROPERTY, PLANT & EQUIPMENT                                                                |                                                                                             |                      | 588,595 |               |         |              | 599,925 |       
|FUEL RESERVE                                                                                   |                                                                                             |                      | 4,277   |               |         |              | 3,565   |       
|DEFERRED FINANCING COSTS, net of
accumulated amortization of $47,816 and
$46,497, respectively |                                                                                             |                      | 12,370  |               |         |              | 13,689  |       
|                                                                                               |                                                                                             |                      |         |               |         |              |         |        |        
|                                                                                               |                                                                                             | Total assets         |         | $             | 695,996 |              |         | $      | 679,494 | 
|                                                                                               |                                                                                             |                      |         |               |         |              |         |        |        

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

1



---



##### 



Indiantown Cogeneration, L. P. and Subsidiary
Consolidated Balance Sheets
(in thousands)

|                                  |                   |                                           |                                         |      |               |         |              |   |         |         | 
|--------------------------------- | ----------------- | ----------------------------------------- | --------------------------------------- | ---- | ------------- | ------- | ------------ | - | ------- | ------- | 
|                                  |                   |                                           |                                         |      | September 30, |         | December 31,
|LIABILITIES
AND PARTNERS CAPITAL |                   | 2003                                      |                                         | 2002
|                                  |                   |                                           |                                         |     
|                                  |                   |                                           |                                         |      | (Unaudited)   |         |              |   |        
|CURRENT LIABILITIES:              |                   |                                           |                                         |      |               |         |              |  
|                                  |                   | Accounts payable and accrued liabilities  |                                         | $    | 14,521        |         |              | $ | 12,612  |        
|                                  |                   | Accrued interest                          |                                         |      | 15,080        |         |              |   | 2,322   |        
|                                  |                   | Current portion  First Mortgage Bonds    |                                         |      | 15,676        |         |              |   | 14,566  |        
|                                  |                   | Current portion lease payable  railcars  |                                         |      | 405           |         |              |   | 383     |        
|                                  |                   | Current portion of term loans             |                                         |      | 10,891        |         |              |   | 1,431   |        
|                                  |                   |                                           |                                         |      |               |         |              |   |         |        
|                                  |                   |                                           | Total current liabilities               |      |               | 56,573  |              |   |         | 31,314  | 
|                                  |                   |                                           |                                         |      |               |         |              |   |         |        
|LONG TERM DEBT:                   |                   |                                           |                                         |      |               |         |              |  
|                                  |                   | First Mortgage Bonds                      |                                         |      | 409,149       |         |              |   | 417,541 |        
|                                  |                   | Tax Exempt Facility Revenue Bonds         |                                         |      | 125,010       |         |              |   | 125,010 |        
|                                  |                   | Lease payable  railcars                  |                                         |      | 2,898         |         |              |   | 3,204   |        
|                                  |                   | Term loans                                |                                         |      |              |         |              |   | 10,163  |        
|                                  |                   |                                           |                                         |      |               |         |              |   |         |        
|                                  |                   |                                           | Total long term debt                    |      |               | 537,057 |              |   |         | 555,918 | 
|                                  |                   |                                           |                                         |      |               |         |              |   |         |        
|OTHER LONG TERM LIABILITIES       |                   |                                           | 90                                      |      |               |         |             |  
|                                  |                   |                                           |                                         |      |               |         |              |   |         |        
|                                  |                   |                                           | Total liabilities                       |      |               | 593,720 |              |   |         | 587,232 | 
|                                  |                   |                                           |                                         |      |               |         |              |   |         |        
|PARTNERS CAPITAL:                |                   |                                           |                                         |      |               |         |              |  
|                                  | General Partners: |                                           |                                         |      |               |         |              |   |        
|                                  |                   | Palm Power Corporation                    |                                         |      | 10,228        |         |              |   | 9,226   |        
|                                  |                   | Indiantown Project Investment Partnership |                                         |      | 20,404        |         |              |   | 18,406  |        
|                                  | Limited Partners: |                                           |                                         |      |               |         |              |   |        
|                                  |                   | Toyan Enterprises                         |                                         |      | 30,734        |         |              |   | 27,725  |        
|                                  |                   | Thaleia, LLC                              |                                         |      | 40,910        |         |              |   | 36,905  |        
|                                  |                   |                                           |                                         |      |               |         |              |   |         |        
|                                  |                   |                                           | Total partners capital                 |      |               | 102,276 |              |   |         | 92,262  | 
|                                  |                   |                                           |                                         |      |               |         |              |   |         |        
|                                  |                   |                                           | Total liabilities and partners capital |      | $             | 695,996 |              |   | $       | 679,494 | 
|                                  |                   |                                           |                                         |      |               |         |              |   |         |        

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

2



---



##### 



Indiantown Cogeneration, L.P. and Subsidiary
Consolidated Statements of Operations
(in thousands)

|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |         |         |  
|----------------------------------------------------------------- | -------------------------------------------- | ------------------------------ | ------ | ------------------ | ------- | ------------------ | ------ | ------------------ | ------- | ------------------ | ------ | ------- | ------- | - | ------ | ------- | ------- | -
|                                                                  |                                              |                                |        | Three Months Ended |         | Three Months Ended |        | Nine Months Ended  |         | Nine Months Ended 
|                                                                  |                                              |                                |        | September 30, 2003 |         | September 30, 2002 |        | September 30, 2003 |         | September 30, 2002
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                   
|                                                                  |                                              |                                |        | (Unaudited)        |         | (Unaudited)        |        | (Unaudited)        |         | (Unaudited)       
|Operating Revenues:                                               |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|                                                                  | Electric capacity and capacity
bonus revenue |                                | $      | 31,347             |         |                    | $      | 28,325             |         |                    | $      | 93,823  |         |   | $      | 84,983  |        
|                                                                  | Electric energy revenue                      |                                |        | 16,437             |         |                    |        | 12,045             |         |                    |        | 43,462  |         |   |        | 37,563  |        
|                                                                  | Steam revenue                                |                                |        | 61                 |         |                    |        | 61                 |         |                    |        | 192     |         |   |        | 208     |        
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|                                                                  |                                              | Total operating revenues       |        |                    | 47,845  |                    |        |                    | 40,431  |                    |        |         | 137,477 |   |        |         | 122,754 |  
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|Cost of Sales:                                                    |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|                                                                  | Fuel and ash                                 |                                |        | 17,546             |         |                    |        | 14,161             |         |                    |        | 52,263  |         |   |        | 45,412  |        
|                                                                  | Operating and maintenance                    |                                |        | 4,345              |         |                    |        | 4,466              |         |                    |        | 15,774  |         |   |        | 13,784  |        
|                                                                  | Depreciation                                 |                                |        | 3,801              |         |                    |        | 3,803              |         |                    |        | 11,395  |         |   |        | 11,410  |        
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|                                                                  |                                              | Total cost of sales            |        |                    | 25,692  |                    |        |                    | 22,430  |                    |        |         | 79,432  |   |        |         | 70,606  |  
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|Gross Profit                                                      |                                              |                                | 22,153 |                    |         |                    | 18,001 |                    |         |                    | 58,045 |         |         |   | 52,148 |        
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|Other Operating Expenses:                                         |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|                                                                  | General and administrative                   |                                |        | 885                |         |                    |        | 713                |         |                    |        | 2,955   |         |   |        | 2,318   |        
|                                                                  | Insurance and taxes                          |                                |        | 1,603              |         |                    |        | 1,728              |         |                    |        | 5,010   |         |   |        | 5,176   |        
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|                                                                  |                                              | Total other operating expenses |        |                    | 2,488   |                    |        |                    | 2,441   |                    |        |         | 7,965   |   |        |         | 7,494   |  
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|Operating Income                                                  |                                              |                                | 19,665 |                    |         |                    | 15,560 |                    |         |                    | 50,080 |         |         |   | 44,654 |        
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|Non-Operating Income (Expense):                                   |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|                                                                  | Interest expense                             |                                |        | (13,495            | )       |                    |        | (13,417            | )       |                    |        | (40,828 | )       |   |        | (40,745 | )      
|                                                                  | Interest/other income (expense)              |                                |        | 270                |         |                    |        | 313                |         |                    |        | 811     |         |   |        | 884     |        
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|                                                                  |                                              | Net non-operating expense      |        |                    | (13,225 | )                  |        |                    | (13,104 | )                  |        |         | (40,017 | ) |        |         | (39,861 | )
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|Income Before Cumulative Effect of Change
in Accounting Principle |                                              |                                | 6,440  |                    |         |                    | 2,456  |                    |         |                    | 10,063 |         |         |   | 4,793  |        
|Cumulative Effect of Change in Accounting
Principle               |                                              |                                |       |                    |         |                    |       |                    |         |                    | (49    | )       |         |   |       |        
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        
|Net Income                                                        |                                              | $                              | 6,440  |                    |         | $                  | 2,456  |                    |         | $                  | 10,014 |         |         | $ | 4,793  |        
|                                                                  |                                              |                                |        |                    |         |                    |        |                    |         |                    |        |         |         |   |        |        

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

3



---



##### 



Indiantown Cogeneration, L.P. and Subsidiary
Consolidated Statements of Cash Flows
(in thousands)

|                                             |                                                |                                                                                   |                                                                        |                                           |   |               |         |               |   |        |         |  
|-------------------------------------------- | ---------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ----------------------------------------- | - | ------------- | ------- | ------------- | - | ------ | ------- | -
|                                             |                                                |                                                                                   |                                                                        |                                           |   | Nine Months   |         | Nine Months  
|                                             |                                                |                                                                                   |                                                                        |                                           |   | Ended         |         | Ended        
|                                             |                                                |                                                                                   |                                                                        |                                           |   | September 30, |         | September 30,
|                                             |                                                |                                                                                   |                                                                        |                                           |   | 2003          |         | 2002         
|                                             |                                                |                                                                                   |                                                                        |                                           |   |               |         |              
|                                             |                                                |                                                                                   |                                                                        |                                           |   | (Unaudited)   |         | (Unaudited)  
|CASH FLOWS FROM OPERATING ACTIVITIES:        |                                                |                                                                                   |                                                                        |                                           |   |               |         |              
|                                             | Net income                                     |                                                                                   | $                                                                      | 10,014                                    |   |               | $       | 4,793         |  
|                                             |                                                | Adjustments to reconcile net income to net
cash provided by operating activities: |                                                                        |                                           |   |               |         |               |   |       
|                                             |                                                |                                                                                   | Cumulative effect of a change in accounting principle                  |                                           |   | 49            |         |               |   |       |        
|                                             |                                                |                                                                                   | Depreciation, amortization and accretion                               |                                           |   | 12,716        |         |               |   | 12,029 |        
|                                             |                                                |                                                                                   | (Increase) decrease in accounts receivable                             |                                           |   | (2,348        | )       |               |   | 2,508  |        
|                                             |                                                |                                                                                   | Increase in inventories and fuel reserves                              |                                           |   | (1,588        | )       |               |   | (2,499 | )      
|                                             |                                                |                                                                                   | Increase in deposits and prepaids                                      |                                           |   | (392          | )       |               |   | (2,848 | )      
|                                             |                                                |                                                                                   | Increase in accounts payable, accrued liabilities
and accrued interest |                                           |   | 14,667        |         |               |   | 9,939  |        
|                                             |                                                |                                                                                   |                                                                        |                                           |   |               |         |               |  
|                                             |                                                |                                                                                   |                                                                        | Net cash provided by operating activities |   |               | 33,118  |               |   |        | 23,922  |  
|                                             |                                                |                                                                                   |                                                                        |                                           |   |               |         |               |  
|CASH FLOWS FROM INVESTING ACTIVITIES:        |                                                |                                                                                   |                                                                        |                                           |   |               |         |              
|                                             | Purchase of property, plant & equipment        |                                                                                   |                                                                        | (36                                       | ) |               |         | (38           | )
|                                             | Increase in investment held by trustee         |                                                                                   |                                                                        | (24,770                                   | ) |               |         | (17,946       | )
|                                             |                                                |                                                                                   |                                                                        |                                           |   |               |         |               |  
|                                             |                                                |                                                                                   |                                                                        | Net cash used in investing activities     |   |               | (24,806 | )             |   |        | (17,984 | )
|                                             |                                                |                                                                                   |                                                                        |                                           |   |               |         |               |  
|CASH FLOWS FROM FINANCING ACTIVITIES:        |                                                |                                                                                   |                                                                        |                                           |   |               |         |              
|                                             | Payment on capital lease obligation  railcars |                                                                                   |                                                                        | (285                                      | ) |               |         | (265          | )
|                                             | Repayments on term loans                       |                                                                                   |                                                                        | (703                                      | ) |               |         |              |  
|                                             | Payment of First Mortgage Bonds                |                                                                                   |                                                                        | (7,282                                    | ) |               |         | (5,730        | )
|                                             |                                                |                                                                                   |                                                                        |                                           |   |               |         |               |  
|                                             |                                                |                                                                                   |                                                                        | Net cash used in financing activities     |   |               | (8,270  | )             |   |        | (5,995  | )
|                                             |                                                |                                                                                   |                                                                        |                                           |   |               |         |               |  
|CHANGE IN CASH AND CASH EQUIVALENTS          |                                                |                                                                                   | 42                                                                     |                                           |   |               | (57     | )            
|CASH and CASH EQUIVALENTS, beginning of year |                                                |                                                                                   | 290                                                                    |                                           |   |               | 332     |              
|                                             |                                                |                                                                                   |                                                                        |                                           |   |               |         |               |  
|CASH and CASH EQUIVALENTS, end of period     |                                                | $                                                                                 | 332                                                                    |                                           |   | $             | 275     |              
|                                             |                                                |                                                                                   |                                                                        |                                           |   |               |         |               |  

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

4



---



##### 



Indiantown Cogeneration, L.P. and Subsidiary
Notes to Consolidated Financial Statements
As of September 30, 2003
(Unaudited)



|1. |  | ORGANIZATION AND BASIS OF PRESENTATION:
|-- |  | ---------------------------------------

Indiantown Cogeneration, L.P. (the Partnership) is a special purpose Delaware
limited partnership formed on October 4, 1991. The Partnership was formed to
develop, construct, own and operate an approximately 330 megawatt (net)
pulverized coal-fired cogeneration facility (the Facility) located on an
approximately 240-acre site in southwestern Martin County, Florida. The
Facility produces electricity for sale to Florida Power & Light Company (FPL)
and supplies steam to Louis Dreyfus Citrus, Inc. (LDC), successor to Caulkins
Indiantown Citrus Co. In July, 1994, the Partnership formed a wholly owned
subsidiary, Indiantown Cogeneration Funding Corporation, solely for the purpose
of issuing debt securities in connection with the financing of the Facility.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all the
information and notes required by accounting principles generally accepted in
the United States for complete statements. Management believes that the
accompanying unaudited consolidated financial statements, which have been
prepared in accordance with interim reporting requirements, reflect all
adjustments that are necessary to present a fair statement of the consolidated
financial position and results of operations for the interim periods for
Indiantown Cogeneration, L.P. and Indiantown Cogeneration Funding Corporation.
All material adjustments are of a normal recurring nature unless otherwise
disclosed in this report on Form 10-Q. Results of operations for interim
periods are not necessarily indicative of results to be expected for a full
year.

This quarterly report should be read in conjunction with the Partnerships
consolidated financial statements and notes to consolidated financial
statements included in its 2002 Annual Report on Form 10-K and its other
reports filed with the Securities and Exchange Commission (SEC) since the
2002 Annual Report on Form 10-K was filed.



|2. |  | RELATIONSHIP WITH NATIONAL ENERGY & GAS TRANSMISSION, INC.:
|-- |  | -----------------------------------------------------------

The Partnership is managed by Power Services Company (PSC, formerly known as
PG&E National Energy Group Company), pursuant to a Management Services
Agreement (the MSA). The Facility is operated by U.S. Operating Services
Company (OSC, formerly known as PG&E Operating Services Company), pursuant to
an Operation and Maintenance Agreement (the O&M Agreement). PSC and OSC are
general partnerships indirectly wholly owned by National Energy & Gas
Transmission, Inc. (NEGT, formerly known as PG&E National Energy Group,
Inc.). NEGT is an indirect subsidiary of PG&E Corporation.

On July 8, 2003, NEGT and certain subsidiaries voluntarily filed petitions for
relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code
(collectively, the NEGT Bankruptcy) in

5



---



##### 



the Greenbelt Division of the United
States Bankruptcy Court for the District of Maryland (the Bankruptcy Court).

Additionally, on July 8, 2003, NEGT filed its plan of reorganization (the NEGT
Plan). The NEGT Plan anticipates that PG&E Corporation will have no equity
interest in NEGT or any of its subsidiaries after the NEGT Plan is confirmed by
the Bankruptcy Court and implemented. On July 7, 2003, the officers of PG&E
Corporation who were serving on the Board of Directors of NEGT resigned their
positions. On July 7 and July 8, 2003, the NEGT Board elected replacement
directors who are not affiliated with PG&E Corporation. While continuing to
maintain legal ownership, effective with this change in control of the Board
and the NEGT Bankruptcy, PG&E Corporation no longer retains significant
influence over the ongoing operations of NEGT.

Neither the Partnership nor any of its NEGT affiliated partners, including
Toyan Enterprises (Toyan) and Indiantown Project Investment, L.P. (IPILP),
or PSC and OSC, are parties to the filings by NEGT or other affiliates for
protection under the NEGT Bankruptcy. The Partnership believes that the NEGT
Bankruptcy will not have a material adverse impact on its operations.

NEGT owns an indirect interest in the Partnership, and through its wholly owned
subsidiaries PSC and OSC manages and operates the Facility. Management
believes that neither the Partnership nor its subsidiary will be substantively
consolidated with NEGT in any bankruptcy proceeding involving NEGT. The NEGT
Bankruptcy does not result in an event of default under the principal project
contracts or the principal financing documents of the Facility.

As result of the sustained downturn in the power industry, NEGT and certain of
its affiliates have experienced a financial downturn which caused the major
credit rating agencies to downgrade NEGT and certain of its affiliates credit
ratings to below investment grade. The credit rating agency action has had no
material impact on the financial condition or results of operations of the
Partnership.

As previously reported on June 13, 2003, Moodys Investors Service (Moodys)
announced its decision to downgrade the senior secured debt rating of the
Partnership to Ba1 from Baa3. The rating action concludes the review for
possible downgrade that was initiated on October 8, 2002. The rating outlook
is negative. Moodys stated that this rating action reflects the projects
weakened financial profile, particularly due to problems with operating
performance, including outages during 2001 and 2002. Moodys further stated
that while Indiantown anticipates financial improvement in the next few years,
prospective coverage ratios are anticipated to be in the 1.30x to 1.40x range,
below the level that would be consistent with a Baa3 rating for a coal-fired
project. The rating action also incorporates some uncertainty relating to the
price redetermination of a coal purchase contract, and further considers that
the Partnership will be required to use any excess cash to fund or repay third
party obligations over the next several years relating to three letters of
credit, the largest of which is used to support

6



---



##### 



the projects six-month debt
reserve of approximately $29 million. The negative outlook incorporates the
involvement of NEGT, as operator and as a partial owner.

As previously reported on July 8, 2003, Standard and Poors (S&P) issued a
press release announcing that it had lowered its corporate credit ratings on
two of NEGTs subsidiaries.
S&P stated these ratings actions follow the NEGT Bankruptcy. S&P further
stated that the rating on Indiantown Cogeneration Funding Corporation is not
affected by the ratings action on NEGT because this project financing is
structured as a bankruptcy-remote entity and is not 100% owned by NEGT.
Therefore, S&P concluded that the incentive to consolidate it in a bankruptcy
of NEGT is low. S&Ps rating of the Partnerships debt remains at BBB with a
negative outlook.

The downgrade by Moodys does not trigger any requirements under the
Partnerships financing documents.



|3. |  | SIGNIFICANT ACCOUNTING POLICIES:
|-- |  | --------------------------------

Except as disclosed herein, the Partnership is following the same accounting
principles discussed in the Partnerships December 31, 2002 Annual Report on
Form 10-K.

Adoption of New Accounting Pronouncements

On January 1, 2003, the Partnership adopted Statement of Financial Accounting
Standards (SFAS) No. 143, Accounting for Asset
Retirement Obligations. SFAS
No. 143 provides accounting requirements for costs associated with legal
obligations to retire tangible, long-lived assets. The statement requires that
an asset retirement obligation be recorded at fair value in the period in which
it is incurred, if a reasonable estimate of fair value can be made. In the
same period, the associated asset retirement costs are capitalized as part of
the carrying amount of the related long-lived asset. In each subsequent
period, the liability is accreted to its present value and the capitalized cost
is depreciated over the useful life of the long-lived asset.

The Partnership has a legal obligation to perform certain clean-up and security
procedures. As such the Partnership has assessed the probability of when this
will occur and the related cost. Upon implementation of this statement, the
Partnership recorded $44,000 of property, plant and equipment to reflect the
fair value of the asset retirement costs as of the date the obligation was
incurred, $9,000 of accumulated depreciation through December 31, 2002 and an
asset retirement obligation of $84,000. The cumulative effect of the change in
accounting principle as a result of adopting this statement was a loss of
$49,000.

If this statement had been adopted on January 1, 2002, the pro forma effects on
earnings of the accounting change for the nine months ended
September 30, 2002
would not have been material.

7



---



##### 



In June 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
146, Accounting for Costs Associated with Exit or Disposal
Activities, which is
effective for exit and disposal activities initiated after December 31, 2002.
In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others. This Interpretation establishes new disclosure
requirements for all guarantees, but the measurement criteria are applicable to
guarantees issued and modified after December 31, 2002. Both SFAS No. 146 and
Interpretation No. 45 were adopted on January 1, 2003 and did not have an
impact on the Partnerships consolidated financial statements.

Accounting Principles Issued But Not Yet Adopted

In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, Consolidation of Variable Interest Entities(FIN 46),
which expands upon existing accounting guidance addressing when a company
should include in its financial statements the assets, liabilities, and
activities of another entity or arrangement with which it is involved. A
variable interest entity is an entity that does not have sufficient equity
investment at risk to permit the entity to finance its activities without
additional subordinated financial support from other parties or an entity where
equity investors lack the essential characteristics of a controlling financial
interest.

The consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003. There were no new variable interest
entities created by the Partnership between February 1, 2003 and September 30,
2003. The consolidation requirements related to entities or arrangements
existing before February 1, 2003 were originally effective July 1, 2003.
However, due to implementation issues, the FASB deferred implementation until
fourth quarter 2003. The Partnership is currently evaluating the impacts of
Interpretation No. 46s initial recognition, measurement, and disclosure
provisions and does not expect that implementation of this interpretation will
have a significant impact on its consolidated financial statements.



|4. |  | RELATED PARTY TRANSACTIONS:
|-- |  | ---------------------------

The Partnership has an MSA with PSC for the day-to-day management and
administration of the Partnerships business relating to the Facility. The
agreement commenced on September 30, 1992, was amended and restated on November
1, 1994 and will continue through October 31, 2028. The cost of services is
included in general and administrative expenses in the accompanying
consolidated statements of operations. The total expense incurred for these
services for the nine months ended September 30, 2003 is $583,000.

The Partnership has an O&M Agreement with OSC for the operation and maintenance
of the Facility for a period of 30 years (starting September 30, 1992).
Compensation to OSC under the agreement includes an annual base fee of which a
portion is subordinate to debt service and certain other costs. The base fee
is included in operating and maintenance expenses in the

8



---



##### 



accompanying
consolidated statements of operations. The total expense incurred for these
services for the nine months ended September 30, 2003 is $1,720,000.



|5. |  | LETTERS OF CREDIT:
|-- |  | ------------------

The Partnership, pursuant to certain of the financing agreements, the Power
Purchase Agreement (PPA) and the Energy Services Agreement (ESA), was
required to post letters of credit, which, in the aggregate, had a face amount
of no more than $65 million. Certain of these letters of credit had been
issued pursuant to a Letter of Credit and Reimbursement Agreement with Credit
Suisse/First Boston. Prior to their expiration, the letters of credit were
drawn by LDC on November 14, 2002 and by FPL on December 16, 2002 for $10.0
million and $1.7 million, respectively. The principal amount of the resulting
seven year term loans is payable in fourteen semi-annual installments with a
prepayment provision of any outstanding loan amount before cash would be available for
distribution to the Partnership. On July 25, 2003 FPL returned to the
Partnership the $1.7 million cash drawn on the letter of credit, since the
obligation to maintain this security under the PPA has expired. The $1.7
million was deposited in accordance with the terms of the Disbursement
Agreement and is included in investments held by trustee in the accompanying
consolidated balance sheets.

The Partnership entered into a debt service reserve letter of credit and
reimbursement agreement, dated as of November 1, 1994, with BNP Paribas
(formerly known as Banque Nationale de Paris). Pursuant to the terms of the
Disbursement Agreement, since the debt service reserve letter of credit will
expire on November 22, 2005, available cash flows are required to be deposited
on a monthly basis beginning on May 22, 2002 into the Debt Service Reserve
Account or the Tax Exempt Debt Service Reserve Account, as the case may be,
until the required Debt Service Reserve Account Maximum Balance is achieved,
which is $29.9 million. The Partnership made deposits totaling $12.0 million
through September 30, 2003.

On October 10, 2003, the Partnership closed a transaction with Credit Lyonnais
New York Branch (CL), as agent and arranger, to replace the above referenced
letters of credit. The facilities include a Debt Service Reserve Letter of
Credit up to $29.9 million, which has a term of seven years; Performance
Letters of Credit up to $15.0 million, which have a term of five years; and a
Working Capital Revolving Facility up to $10.0 million, which has a term of
three years and is presently capped at $3.0 million. The interest rate on
loans made on the Working Capital Revolving Facility is the London Interbank
Offered Rates (LIBOR) plus an applicable margin. The Partnership satisfied
the applicable conditions precedent set forth in the financing documents
relating to this transaction.

Under the Performance Letters of Credit, the ESA Letter of Credit for $10.0
million was issued in favor of LDC.

Letters of credit previously drawn by LDC on November 14, 2002 and by FPL on
December 16, 2002 for $10.0 million and $1.7 million, respectively, and which
converted to term loans, were repaid in full on October 14, 2003. Subordinated
fees and interest under the MSA and the O&M

9



---



##### 



Agreement totaling $1.2 million and
$2.3 million, respectively, were also paid on October 14, 2003.

The Debt Service Reserve Letter of Credit, which was issued for the full $29.9
million, replaces one that was due to expire on November 22, 2005. Deposits
previously made by the Partnership into the Debt Service Reserve Account
totaling $12.0 million as of September 30, 2003 were returned to the Revenue
Account as a result of the replacement Debt Service Reserve Letter of Credit
and were used for the payment of the subordinated fees and interest and the
repayment of the letter of credit term loans.



|6. |  | NEW COAL PURCHASE, RAIL TRANSPORTATION AND ASH DISPOSAL AGREEMENTS:
|-- |  | -------------------------------------------------------------------

A Coal Purchase and Sales Agreement was executed on February 5, 2003 between
the Partnership and Massey Coal Sales, Inc. (Massey) and became effective on
April 1, 2003. Under the Coal Purchase and Sales Agreement, Massey provides coal under
substantially similar terms to the Coal Supply Agreement which the Partnership
had with Lodestar Energy, Inc. (LEI) prior to the termination of the
agreement on March 31, 2003. The base coal price was $33.75 per ton with a
market price reopener provision beginning in October 2003.

The First Amendment (the Amendment) to the Coal Purchase and Sales Agreement
between Massey and the Partnership was entered into on August 21, 2003, with an
effective date of August 1, 2003. The principal change effected in the Coal
Purchase and Sales Agreement is a decrease from $33.75 to $33.00 per ton in the
base coal price with a market price reopener provision beginning the earlier of
ninety days after the Partnership successfully negotiates a new fuel index
under the PPA or October 1, 2005. Currently, the fuel index used to determine
the coal cost component of the monthly energy payment from FPL under the PPA is
no longer in effect. Beginning July 1, 2003 FPL has reimbursed the Partnership
for the coal cost component of the monthly energy payment using the same rate
in effect for the quarter ended June 30, 2003. Within ninety days after the
Partnership successfully negotiates a new fuel index under the PPA, the
Partnership and Massey will utilize commercially reasonable best efforts to
develop a coal price tied to a fuel index agreeable to both parties. The
Partnership satisfied the applicable conditions precedent set forth in the
financing documents relating to the Amendment.

The Partnership and CSX Transportation (CSX) entered into a Coal
Transportation Agreement dated August 6, 2003, under which CSX will deliver
coal to the Facility through December 31, 2025. In addition, CSX will
transport a minimum of 500 carloads of ash to an acceptable disposal firm on
the CSX rail system. For additional information, see Part II, Item 5,
Replacement of Coal Supplier below.



|7. |  | CONCENTRATIONS OF CREDIT RISK:
|-- |  | ------------------------------

Credit risk is the risk of loss the Partnership would incur if counterparties
fail to perform their contractual obligations (accounts receivable). The
Partnerships credit risk is primarily

10



---



##### 



concentrated with FPL, which provides
more than 99% of the Partnership revenues and is considered to be of investment
grade.



|Item 2 |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------ |  | -------------------------------------------------------------------------------------

This Managements Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the consolidated financial
statements of the Partnership and the notes to the consolidated financial
statements included herein. Further, this Quarterly Report on Form 10-Q should
be read in conjunction with the Partnerships 2002 Annual Report on Form 10-K.

Cautionary Statement Regarding Forward-Looking Statements

The information in this Quarterly Report on Form 10-Q includes forward-looking
statements about the future that are necessarily subject to various risks and
uncertainties. Use of words like anticipate, estimate, intend,
project, plan, expect, will, believe, could, and similar expressions help identify forward-looking
statements. These statements are based on current expectations and assumptions
which the Partnership believes are reasonable and on information currently
available to the Partnership. Actual results could differ materially from
those contemplated by the forward-looking statements. Although the Partnership
believes that the expectations reflected in the forward-looking statements are
reasonable, future results, events, levels of activity, performance or
achievements cannot be guaranteed. Although the Partnership is not able to
predict all the factors that may affect future results, some of the factors
that could cause future results to differ materially from those expressed or
implied by the forward-looking statements include:

Operational Risks

The Partnerships future results of operations and financial condition may be
affected by the performance of equipment, levels of dispatch, the receipt of
certain capacity and other fixed payments, electricity prices and fuel
deliveries and prices.

Actions of Florida Power & Light and Other Counterparties

The Partnerships future results of operations and financial condition may be
affected by the extent to which counterparties require additional assurances in
the form of letters of credit or cash collateral and the potential future
failure of the Partnership to maintain qualifying facility status, which
failure could cause a default under the Power Purchase Agreement (PPA).

Accounting and Risk Management

The Partnerships future results of operations and financial condition may be
affected by the effect of new accounting pronouncements, changes in critical
accounting policies or estimates,

11



---



##### 



the effectiveness of the Partnerships risk
management policies and procedures, the ability of the Partnerships
counterparties to satisfy their financial commitments to the Partnership and
the impact of counterparties nonperformance on the Partnerships liquidity
position and heightened rating agency criteria and the impact of changes in the
Partnerships credit ratings.

Legislative and Regulatory Matters

The Partnerships business may be affected by legislative or regulatory changes
affecting the electric and natural gas industries in the United States,
including the pace and extent of efforts to restructure the electric and
natural gas industries; heightened regulatory and enforcement agency focus on
the energy business with the potential for changes in industry regulations and
in the treatment of the Partnership by state and federal agencies; and changes
in or application of federal, state, and local laws and regulations to which
the Partnership is subject.

Litigation and Environmental Matters

The Partnerships future results of operations and financial condition may be
affected by compliance with existing and future environmental and safety laws,
regulations, and policies, the cost of which could be significant, and the
outcome of any potential future litigation and environmental matters.

Overview

The Partnership is primarily engaged in the ownership and operation of a
non-utility electric generating facility. From its inception and until December
21, 1995, the Partnership was in the development stage and had no operating
revenues or expenses. On December 22, 1995 the Facility commenced commercial
operation. Revenues are derived primarily from capacity and bonus payments,
measured by the Capacity Billing Factor (CBF), and sales of electricity. The
Facility is dispatched for electric energy by FPL on an economic basis. In the
2003 agreement year the Facility is entitled to four weeks of outages to
perform scheduled maintenance. Differences in the timing and scope of
scheduled maintenance can have a significant impact on revenues and operational
costs.

The Partnership replaced its fuel supplier effective April 1, 2003. Please see
Part II, Item 5, Other Information, for a description of the Partnerships
actions with respect to the replacement of the coal supplier.

The Partnership has obtained all material environmental permits and approvals
required as of September 30, 2003, in order to continue the operation of the
Facility. Certain of these permits and approvals are subject to periodic
renewal. Certain additional permits and approvals will be required in the
future for the continued operation of the Facility. The Partnership is not
aware of any technical circumstances that would prevent the issuance of such
permits and approvals or the renewal of currently existing permits.

12



---



##### 



Relationship with National Energy & Gas Transmission, Inc. (NEGT, formerly
PG&E National Energy Group, Inc.)

On July 8, 2003, NEGT and certain subsidiaries voluntarily filed petitions for
relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code
(collectively, the NEGT Bankruptcy) in the Greenbelt Division of the United
States Bankruptcy Court for the District of Maryland (the Bankruptcy Court).

Additionally, on July 8, 2003, NEGT filed its plan of reorganization (the NEGT
Plan). The NEGT Plan anticipates that PG&E Corporation will have no equity
interest in NEGT or any of its subsidiaries after the NEGT Plan is confirmed by
the court and implemented. On July 7, 2003, the officers of PG&E Corporation
who were serving on the Board of Directors of NEGT resigned their positions.
On July 7 and July 8, 2003, the NEGT Board elected replacement directors who
are not affiliated with PG&E Corporation. While continuing to maintain legal
ownership, effective with this change in control of the Board and the NEGT
Bankruptcy, PG&E Corporation no longer retains significant influence over the
ongoing operations of NEGT.

Neither the Partnership nor any of its NEGT affiliated partners, including
Toyan Enterprises (Toyan) and Indiantown Project Investment, L.P. (IPILP),
or Power Services Company (PSC, formerly known as PG&E National Energy Group
Company) and U.S. Operating Services Company (OSC, formerly known as PG&E
Operating Services Company), are parties to the filings by NEGT or other
affiliates for protection under the NEGT Bankruptcy. The Partnership believes
that the NEGT Bankruptcy will not have a material adverse impact on its
operations. The NEGT Bankruptcy does not result in an event of default under
the principal project contracts or the principal financing documents of the
Facility.

NEGT owns an indirect interest in the Partnership, and through its wholly owned
subsidiaries PSC and OSC manages and operates the Facility. Management
believes that the Partnership or its subsidiary will not be substantively
consolidated with NEGT in any bankruptcy proceeding involving NEGT.

13



---



##### 



Results of Operations

The following table sets forth operating revenue and related data for the three
and nine months ended September 30, 2003 and 2002 (dollars and volumes in
millions).

|                                |                    |        |                                          |         |         |        |        |         |         |  |       |       |  |   |      |      | 
|------------------------------- | ------------------ | ------ | ---------------------------------------- | ------- | ------- | ------ | ------ | ------- | ------- |  | ----- | ----- |  | - | ---- | ---- | 
|                                |                    |        | For the three months ended September 30,
|                                |                    |        |                                         
|                                |                    |        | 2003                                     |         | 2002   
|                                |                    |        |                                          |         |        
|                                |                    |        | Factor                                   |         | Dollars |        | Factor |         | Dollars
|                                |                    |        |                                          |         |         |        |        |         |        
|Average Capacity Billing Factor |                    |        | 98.14                                    | %       |         |        |        |         |         |  | 88.83 | %     |  |   |      |     
|Average Dispatch Rate           |                    |        | 95.45                                    | %       |         |        |        |         |         |  | 90.58 | %     |  |   |      |     
|                               
|Operating Revenues:             |                    | Volume |                                          | Dollars |         | Volume |        | Dollars
|                                |                    |        |                                          |         |         |        |        |        
|                                | Capacity and bonus |        |                                          |         |         |        | $      | 31.3    |         |  |       |       |  |   | $    | 28.3 | 
|                                | Electric (Kwh)     |        |                                          | 695.5   |         |        |        | 16.4    |         |  |       | 545.5 |  |   |      | 12.0 | 
|                                | Steam (klbs)       |        |                                          | 7.5     |         |        |        | 0.1     |         |  |       | 7.2   |  |   |      | 0.1  | 
|                                |                    |        |                                          |         |         |        |        |         |         |  |       |       |  |   |      |     
|Total operating revenues        |                    |        |                                          |         |         | $      | 47.8   |         |         |  |       |       |  | $ | 40.4 |     
|                                |                    |        |                                          |         |         |        |        |         |         |  |       |       |  |   |      |     

|                                |                    |        |                                         |         |         |        |        |         |         |  |       |         |  |   |       |      | 
|------------------------------- | ------------------ | ------ | --------------------------------------- | ------- | ------- | ------ | ------ | ------- | ------- |  | ----- | ------- |  | - | ----- | ---- | 
|                                |                    |        | For the nine months ended September 30,
|                                |                    |        |                                        
|                                |                    |        | 2003                                    |         | 2002   
|                                |                    |        |                                         |         |        
|                                |                    |        | Factor                                  |         | Dollars |        | Factor |         | Dollars
|                                |                    |        |                                         |         |         |        |        |         |        
|Average Capacity Billing Factor |                    |        | 97.11                                   | %       |         |        |        |         |         |  | 89.49 | %       |  |   |       |     
|Average Dispatch Rate           |                    |        | 90.35                                   | %       |         |        |        |         |         |  | 88.56 | %       |  |   |       |     
|                               
|Operating Revenues:             |                    | Volume |                                         | Dollars |         | Volume |        | Dollars
|                                |                    |        |                                         |         |         |        |        |        
|                                | Capacity and bonus |        |                                         |         |         |        | $      | 93.8    |         |  |       |         |  |   | $     | 85.0 | 
|                                | Electric (Kwh)     |        |                                         | 1,853.3 |         |        |        | 43.5    |         |  |       | 1,704.7 |  |   |       | 37.6 | 
|                                | Steam (klbs)       |        |                                         | 463.6   |         |        |        | 0.2     |         |  |       | 438.4   |  |   |       | 0.2  | 
|                                |                    |        |                                         |         |         |        |        |         |         |  |       |         |  |   |       |     
|Total operating revenues        |                    |        |                                         |         |         | $      | 137.5  |         |         |  |       |         |  | $ | 122.8 |     
|                                |                    |        |                                         |         |         |        |        |         |         |  |       |         |  |   |       |     

The Average Capacity Billing Factor (CBF) measures the overall availability
of the Facility, but gives a heavier weighting to on-peak availability.

The Average Dispatch Rate is the amount of electric energy produced in a given
period expressed as a percentage of the total contract capability amount of
potential electric energy production in that time period.

14



---



##### 



Three Months Ended September 30, 2003 Compared to the Three Months Ended
September 30, 2002

Overall Results

Net income for the three months ended September 30, 2003 was approximately $6.4
million compared to net income of approximately $2.5 million for the
corresponding period in the prior year. The $3.9 million increase is primarily
attributable to the receipt of monthly capacity bonus payments in 2003 as
compared to no receipt of bonus payments in 2002 and an increase in the energy
price per mega-watt hour, offset by an increase in fuel and ash costs in 2003
of $1.1 million related to the pre-petition and gap debt owed to CSX from LEI
that the Partnership paid in conjunction with the replacement of the
Transportation Agreement (see Part II, Item 5, Replacement of Coal Supplier).

Operating Revenues

For the three months ended September 30, 2003, the Partnership had total
operating revenues of approximately $47.8 million as compared to $40.4 million
for the corresponding period in the prior year. The $7.4 million increase in
operating revenue is primarily due to increased capacity bonus payments of $3.0
million due to the higher CBF, an increase in electric energy revenue of $1.8
million resulting from the increase in the unit energy cost paid by FPL and an
increase in mega-watt generation due to the absence of a scheduled major outage
which last occurred in 2002.

Cost of Sales

Costs of sales for the three months ended September 30, 2003 were approximately
$25.7 million as compared to $22.4 million for the corresponding period in the
prior year. The overall cost of fuel and ash increased $3.4 million resulting
from the increase in mega-watt generation and the $1.1 million in pre-petition
and gap debt owed to CSX from LEI that the Partnership paid associated with the
replacement of the Transportation Agreement (see Part II, Item 5, Replacement
of Coal Supplier).

Non-Operating Income (Expense)

Net interest expense for the three months ended September 30, 2003 and 2002 was
approximately $13.2 million and $13.1 million, respectively. December 2002 and
June 2003 principal payments of Series A-9 of the first mortgage bonds
decreased interest expense by approximately $0.3 million. This was offset by
an increase in interest expense of $0.2 million due to the conversion of the
FPL Termination Fee and the LDC letters of credit into term loans and an
increase of $0.2 million related to the amortization of deferred financing
costs.

15



---



##### 



Nine Months Ended September 30, 2003 Compared to the Nine Months Ended
September 30, 2002

Overall Results

Net income for the nine months ended September 30, 2003 was approximately $10.0
million compared to net income of approximately $4.8 million for the
corresponding period in the prior
year. The $5.2 million increase is primarily attributable to the receipt of
monthly capacity bonus payments in 2003 as compared to no receipt of bonus
payments in 2002, offset by costs in conjunction with the termination and
replacement of the Coal Purchase and Transportation Agreement (see Part II,
Item 5, Replacement of Coal Supplier).

Operating Revenues

For the nine months ended September 30, 2003, the Partnership had total
operating revenues of approximately $137.5 million as compared to $122.8
million for the corresponding period in the prior year. The $14.7 million
increase in operating revenue is primarily due to increased capacity bonus
payments of $8.5 million due to the higher CBF, and an increase in electric
energy revenue of $5.9 million resulting from the increase in the unit energy
cost paid by FPL and an increase in mega-watt generation due to the scheduled
major outage in 2002.

Cost of Sales

Costs of sales for the nine months ended September 30, 2003 were approximately
$79.4 million as compared to $70.6 million for the corresponding period in the
prior year. The $8.8 million increase in cost of sales is primarily due to an
increase in fuel and ash costs of $6.8 million resulting from the increase in
mega-watt generation due to the scheduled major outage in 2002, the $1.1
million related to pre-petition and gap debt owed to CSX from LEI that the
Partnership paid in conjunction with the replacement of the Transportation
Agreement, and the $0.8 million that the Partnership paid for the termination
of the Lodestar Coal Purchase Agreement (see Part II, Item 5, Replacement of
Coal Supplier). There was also an increase in operating and maintenance costs
in 2003 of $2.0 million primarily due to repairs for tube leaks in the main
boiler, a locomotive overhaul, auxiliary transformer repairs, repairs to the
auxiliary boiler and boiler feed pump, and repairs to the pulverizers.

Non-Operating Income (Expense)

Net interest expense for the nine months ended September 30, 2003 and 2002 was
approximately $40.0 million and $39.9 million, respectively. December 2002 and
June 2003 principal payments of Series A-9 of the first mortgage bonds
decreased interest expense by approximately $0.8 million. This was offset by a
net increase in financing expenses of $0.2 million due to the conversion of the
FPL Termination Fee and the LDC letters of credit into term loans and an
increase of $0.7 million related to the amortization of deferred financing
costs.

16



---



##### 



Liquidity and Capital Resources

Net cash provided by operating activities for the nine months ended September
30, 2003 was approximately $33.1 million as compared to $23.9 million for the
corresponding period in 2002. Net cash provided by operating activities
represents net income, adjusted by non-cash expenses and income, which
primarily consist of depreciation, amortization and accretion, plus the net
effect of changes within the Partnerships operating assets and liability
accounts. Net income for 2003 increased by $5.2 million from 2002.
Depreciation increased in 2003 by $0.7 million
from 2002 and inventories and fuel reserves decreased in 2003 by $0.9 million
from 2002. Accounts receivable increased in 2003 by $4.7 million from 2002
primarily for an increase in energy revenue in conjunction with an increase in
mega-watt generation due to the absence of a scheduled major outage, which last
occurred in 2002. Deposits decreased in 2003 by $2.5 million from 2002 due to
the absence of a deposit made to General Electric in 2002 for the replacement
of the stator bars in the generator. Accounts payable increased in 2003 by
$4.7 million from 2002 due to the subordination of fees under the MSA and O&M
Agreement and an increase in outstanding fuel invoices for coal deliveries in
September 2003, which were not due for payment until October 2003.

Net cash used in investing activities for the nine months ended September 30,
2003 was approximately $24.8 million as compared to $18.0 million for the nine
months ended September 30, 2002. Net cash used in investing activities
increased due to an increase in investments held by the trustee.

Net cash used in financing activities for the nine months ended September 30,
2003 was $8.3 million as compared to $6.0 million for the corresponding period
in 2002. This increase is due to repayments of loans under the letter of
credit agreement for $0.7 million and the increase of $1.5 million in the
installment payment for the First Mortgage Bonds.

Credit Ratings

As previously reported on June 13, 2003, Moodys Investors Service (Moodys)
announced its decision to downgrade the senior secured debt rating of
Indiantown Cogeneration, L.P. (the Partnership) to Ba1 from Baa3. The rating
action concludes the review for possible downgrade that was initiated on
October 8, 2002. The rating outlook is negative. Moodys stated that this
rating action reflects the projects weakened financial profile, particularly
due to problems with operating performance, including outages during 2001 and
2002. Moodys further stated that while the Partnership anticipates financial
improvement in the next few years, prospective coverage ratios are anticipated
to be in the 1.30x to 1.40x range, below the level that would be consistent
with a Baa3 rating for a coal-fired project. The rating action also
incorporates some uncertainty relating to the price redetermination of a coal
purchase contract, and further considers that the Partnership will be required
to use any excess cash to fund or repay third party obligations over the next
several years relating to three letters of credit, the largest of which is used
to support the projects six-month debt reserve of approximately $29

17



---



##### 



million.
The negative outlook incorporates the involvement of NEGT, as operator and as a
partial owner.

As previously reported on July 8, 2003, Standard and Poors (S&P) issued a
press release announcing that it had lowered its corporate credit ratings on
two of NEGTs subsidiaries. S&P stated these ratings actions follow the NEGT
Bankruptcy. S&P further stated that the rating on Indiantown Cogeneration
Funding Corporation is not affected by the ratings action on NEGT because this
project financing is structured as a bankruptcy-remote entity and is not 100%
owned by NEGT. Therefore, S&P concluded that the incentive to consolidate it
in a bankruptcy
of NEGT is low. S&Ps rating of the Partnerships debt remains at BBB- with a
negative outlook.

The downgrade by Moodys does not trigger any requirements under the
Partnerships financing documents.

Bonds

The Partnerships total borrowings from inception through September 30, 2003
were $769 million. An equity loan of $139 million was repaid on December 26,
1995. As of September 30, 2003, the borrowings included $125 million from the
1994 Tax Exempt Bonds and all of the available First Mortgage Bonds.

The weighted average interest rates paid by the Partnership on its debt for the
nine months ended September 30, 2003 and 2002 were 9.203% and 9.202%,
respectively.

Credit Agreements

The Partnership, pursuant to certain of the financing agreements, the PPA and
the Energy Services Agreement (ESA), was required to post letters of credit,
which, in the aggregate, had a face amount of no more than $65 million.
Certain of these letters of credit had been issued pursuant to a Letter of
Credit and Reimbursement Agreement with Credit Suisse/First Boston. Prior to
their expiration, the letters of credit were drawn by LDC on November 14, 2002
and by FPL on December 16, 2002 for $10.0 million and $1.7 million,
respectively. The principal amount of the resulting seven year term loans is
payable in fourteen semi-annual installments with a prepayment provision of any
outstanding loan amount before cash would be available for distribution to the
Partners. On July 25, 2003 FPL returned to the Partnership the $1.7 million
cash drawn on the letter of credit, since the obligation to maintain this
security under the PPA had expired. The $1.7 million was deposited in
accordance with the terms of the Disbursement Agreement.

The Partnership entered into a debt service reserve letter of credit and
reimbursement agreement, dated as of November 1, 1994, with BNP Paribas
(formerly known as Banque Nationale de Paris). Pursuant to the terms of the
Disbursement Agreement, since the debt service reserve letter of credit will
expire on November 22, 2005, available cash flows are

18



---



##### 



required to be deposited
on a monthly basis beginning on May 22, 2002 into the Debt Service Reserve
Account or the Tax Exempt Debt Service Reserve Account, as the case may be,
until the required Debt Service Reserve Account Maximum Balance is achieved,
which is $29.9 million. The Partnership made deposits totaling $12.0 million
through September 30, 2003.

On October 10, 2003, the Partnership closed a transaction with Credit Lyonnais
New York Branch (CL), as agent and arranger, to replace the above referenced
letters of credit. The facilities include a Debt Service Reserve Letter of
Credit up to $29.9 million, which has a term of seven years; Performance
Letters of Credit up to $15.0 million, which have a term of five years;
and a Working Capital Revolving Facility up to $10.0 million, which has a term
of three years and is presently capped at $3.0 million. The interest rate on
loans made on the Working Capital Revolving Credit is the London Interbank
Offered Rates (LIBOR) plus an applicable margin. The Partnership satisfied
the applicable conditions precedent set forth in the financing documents
relating to this transaction.

Under the Performance Letters of Credit, the ESA Letter of Credit for $10.0
million was issued in favor of LDC.

Letters of credit previously drawn by LDC on November 14, 2002 and by FPL on
December 16, 2002 for $10.0 million and $1.7 million, respectively, and which
converted to term loans, were paid in full at closing. Subordinated fees and
interest under the MSA and the O&M Agreement totaling $1.2 million and $2.3
million, respectively, were also paid at closing.

The Debt Service Letter of Credit, which was issued for the full $29.9 million,
replaces one that was due to expire on November 22, 2005. Deposits previously
made by the Partnership into the Debt Service Reserve Account totaling $12.0
million as of September 30, 2003 were returned to the Revenue Account as a
result of the replacement Debt Service Reserve Letter of Credit and were used
for the payment of the subordinated fees and interest and the repayment of the
letter of credit term loans.

The Partnership believes that it will have adequate cash flows from operations
in 2003 to timely fund future working capital, capital expenditures and major
maintenance requirements and to cover debt repayment obligations.

Market Risk

Market risk is the risk that changes in market conditions will adversely affect
earnings or cash flow. The Partnership categorizes its market risks as
interest rate risk and energy commodity price risk. Immediately below are
detailed descriptions of the market risks and explanations as to how each of
these risks is managed.

Interest Rate Risk

19



---



##### 



Interest rate risk is the risk that changes in interest rates could adversely
affect earnings or cash flows. The Partnerships cash and restricted cash are
sensitive to changes in interest rates. Interest rate changes would result in
a change in interest income due to the difference between the current interest
rates on cash and restricted cash and the variable rate that these financial
instruments may adjust to in the future. Interest rate risk sensitivity
analysis is used to measure interest rate risk by computing estimated changes
in cash flows as a result of assumed changes in market interest rates. As of
September 30, 2003, a 10% decrease in interest rates would be immaterial to the
Partnerships consolidated financial statements.

The Partnerships Bonds have fixed interest rates. Changes in the current
market rates for the Bonds would not result in a change in interest expense due
to the fixed coupon rate of the Bonds.

Energy Commodity Price Risk

The Partnership seeks to reduce its exposure to market risk associated with
energy commodities such as electric power and coal fuel through the use of
long-term purchase and sale contracts. Currently, the energy price paid by FPL
for the coal cost component of the energy payment is not matched to the price
of base coal in the amended coal purchase agreement. A provision in the PPA
allows FPL and the Partnership to meet and adjust annually the energy payment
with the objective of minimizing the difference in the actual energy costs and
the energy payments, if the difference is more than 4%. FPL completed its
audit of the 2002 documentation provided by the Partnership of actual energy
costs and determined that the difference is more than 4%. In addition, the
fuel index used to determine the coal cost component of the monthly energy
payment under the PPA is no longer in effect due to an interruption of Central
Appalachian coal deliveries to the St. Johns River Power Park, which was the
basis for the index. Beginning July 1, 2003 FPL has reimbursed the Partnership
for the coal cost component of the monthly energy payment using the same rate
in effect for the quarter ended June 30, 2003. The Partnership and FPL, within
one year, shall agree upon a comparable replacement index. The Partnership and
FPL have been in discussions to resolve both the energy price and the
replacement index issues.

Significant Commitments

There have been no new significant contractual obligations or commercial
commitments since December 31, 2002 other than the coal, rail and ash
agreements disclosed in Part II, Item 5, Replacement of Coal Supplier below and
the replacement of certain credit agreements disclosed above.

Critical Accounting Policies

The Partnership is following the same accounting principles discussed in
the Partnerships December 31, 2002 Annual Report on Form 10-K.

20



---



##### 



Accounting Principles Issued But Not Yet Adopted

In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, Consolidation of Variable Interest Entities(FIN 46),
which expands upon existing accounting guidance addressing when a company
should include in its financial statements the assets, liabilities, and
activities of another entity or arrangement with which it is involved. A
variable interest entity is an entity that does not have sufficient equity
investment at risk to permit the entity to finance its activities without
additional subordinated
financial support from other parties or an entity where equity investors
lack the essential characteristics of a controlling financial interest.

The consolidation requirements of FIN 46 apply immediately to variable
interest entities created after January 31, 2003. There were no new variable
interest entities created by the Partnership between February 1, 2003 and
September 30, 2003. The consolidation requirements related to entities or
arrangements existing before February 1, 2003 were originally effective July 1,
2003. However, due to implementation issues, the FASB deferred implementation
until fourth quarter 2003. The Partnership is currently evaluating the
impacts of Interpretation No. 46s initial recognition, measurement, and
disclosure provisions and does not expect that implementation of this
interpretation will have a significant impact on its consolidated financial
statements.

Legal Matters

The Partnership is currently not involved in any legal proceedings.

Regulations and Environmental Matters

The Partnership has obtained all material environmental permits and approvals
required, as of September 30, 2003, in order to continue commercial operation
of the Facility. Certain of these permits and approvals are subject to periodic
renewal. The Partnership is not aware of any technical circumstances that
would prevent the issuance of such permits and approvals or the renewal of
currently issued permits.



|Item 3 |  | Qualitative and Quantitative Disclosures About Market Risk
|------ |  | ----------------------------------------------------------

The Partnership is exposed to market risk from changes in interest rates
and energy commodity prices, which could affect its future results of
operations and financial condition. The Partnership manages its exposure to
these risks through its regular operating and financing activities. (See
Market Risk, included in Item 2, Managements Discussion and Analysis of
Financial Condition and Results of Operations above).

21



---



##### 





|Item 4 |  | Controls and procedures
|------ |  | -----------------------

Evaluation of Disclosure Controls and Procedures

Based on an evaluation of the Partnerships disclosure controls and
procedures as of September 30, 2003, the principal executive officer and
principal financial officer of Indiantown Cogeneration, L.P. and Indiantown
Cogeneration Funding Corporation have concluded that such controls and
procedures effectively ensure that information required to be disclosed by the
Partnership in reports the Partnership files or submits under the Securities
and Exchange Act of
1934 is recorded, processed, summarized, and reported within the time
periods specified in the Securities and Exchange Commission (SEC) rules and
forms.

Changes in Internal Controls

There were no significant changes in internal controls or in factors that
could significantly affect these controls subsequent to the date of the
evaluation.

PART II
OTHER INFORMATION



|Item 5 |  | Other Information
|------ |  | -----------------

Replacement of Coal Supplier

The Partnership had a coal purchase agreement (the Lodestar Agreement) with
Lodestar Energy, Inc. (LEI) pursuant to which LEI supplied all of the coal
for the facility. On April 27, 2001, an order for relief was entered in the
Involuntary Petition under Chapter 11 of the United States Bankruptcy Code with
respect to LEI and its parent, Lodestar Holdings Inc. (LHI), in the U.S.
Bankruptcy Court in Lexington, Kentucky. Since that time, LHI and LEI have
been operating their business as debtors in possession.

A new Ash Disposal Agreement was executed on February 1, 2003 between the
Partnership and VFL Technology Corp. (VFL) and has a term of four years with
an option for an additional two years. The agreement calls for the nominal
removal of 1,000 to 1,500 tons of dry fly ash per week, which is approximately
50% of the fly ash produced each week, and allows for the removal of up to 100%
of the fly ash produced by the Facility. The disposal fee is $21.85 per ton
and is adjusted quarterly beginning on May 1, 2003 in accordance with a
Producer Price Index, which includes labor to load trucks, the transportation
vehicles, transportation costs and disposal fee. This agreement, combined with
other current ash disposal agreements, allows the Partnership to dispose of all
of the Partnerships ash without relying on Lodestar. The Partnership has
satisfied the applicable conditions precedent set forth in the Partnerships
financing documents relating to the entering into of the Ash Disposal
Agreement.

22



---



##### 



A Coal Purchase and Sales Agreement (the Coal Purchase Agreement) was
executed on February 5, 2003 between the Partnership and Massey Coal Sales,
Inc. (Massey). Under the Coal Purchase Agreement, Massey provides coal under
substantially similar terms to the Lodestar Agreement, which the Partnership
had with LEI. The base coal price was $33.75 per ton with a market price
reopener provision beginning in October 2003.

On March 20, 2003, the Partnership and a bankruptcy court appointed trustee
negotiated a settlement, which effectively terminated the Lodestar Agreement as
of March 31, 2003. A motion for an order approving the settlement was filed in
the U.S. Bankruptcy Court on March 21, 2003. An order approving the settlement
was entered by the Bankruptcy Court on April 4,
2003. At closing, the Partnership made a settlement payment to the court
appointed trustee, on behalf of LEI, in the amount of $805,000 and general
releases in form and substance mutually acceptable were exchanged between the
Partnership and LEI. One outstanding release has not yet been exchanged
regarding the Transportation Agreement and monies owed to the rail transporter,
CSX from LEI. Until such a release is obtained, $195,000 will be placed into
an escrow account. Once the order approving the settlement was entered, the
Coal Purchase Agreement became effective retroactively to the date of
termination of the Lodestar Agreement specified in the settlement. Upon the
receipt of the release, the Transportation Agreement will revert to the
Partnership. The Partnership has satisfied the applicable conditions precedent
set forth in the Partnerships financing documents relating to the entering
into of this settlement.

The Partnership and CSX entered into a Coal Transportation Agreement dated
August 6, 2003, which CSX will deliver coal to the Facility through December
31, 2025 at the system car rate of $23.09, which is approximately 30% less than
the current tariff rates for delivered coal. This system car rate is adjusted
quarterly using the same index that adjusts the remaining costs component of
the energy payment from FPL. CSX will also transport a minimum of 500 carloads
of ash to an acceptable disposal firm on the CSX rail system. In addition, CSX
rebated the Partnership $3.8 million in October 2003, which was the difference
between the tariff rates and system car rates for all coal shipments for the
period from April 1, 2003 through the effective date of the Coal Transportation
Agreement, less $1.1 million in pre-petition and gap debt owed to CSX from LEI.
CSX assigned to the Partnership their claim to the $1.1 million due from LEI
under the Transportation Agreement. The Partnership satisfied the applicable
conditions precedent set forth in the financing documents relating to the Coal
Transportation Agreement.

The First Amendment (the Amendment) to the Coal Purchase Agreement between
Massey and the Partnership was entered into on August 21, 2003, with an
effective date of August 1, 2003. The principal change effected in the Coal
Purchase Agreement is a decrease from $33.75 to $33.00 per ton in the base coal
price with a market price reopener provision beginning the earlier of ninety
days after the Partnership successfully negotiates a new fuel index under the
PPA or October 1, 2005. Currently, the fuel index used to determine the coal
cost component of the monthly energy payment from FPL under the PPA is no
longer in effect. Within ninety days after the Partnership successfully
negotiates a new fuel index under the PPA, the Partnership and Massey will
utilize commercially reasonable best efforts to develop a coal price

23



---



##### 



tied to a
fuel index agreeable to both parties. The Partnership satisfied the applicable
conditions precedent set forth in the financing documents relating to the
Amendment.



|Item 6 |  | Exhibits and Reports on Form 8-K
|------ |  | --------------------------------

a) Exhibits:

|        |  |                                                                                                                                                                                 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                 
|No.     |  | Description                                                                                                                                                                     
|        |  |                                                                                                                                                                                 
|10      |  | First Amendment to the Coal Purchase and Sales Agreement
between Indiantown Cogeneration, L.P. and Massey Coal Sales Company,
Inc. dated August 21, 2003                        
|31.1    |  | Certification of Principal Executive Officer of Indiantown
Cogeneration, L.P., pursuant to Section 302 of the Sarbanes - Oxley
Act of 2002 dated November 13, 2003              
|31.2    |  | Certification of Principal Financial Officer of Indiantown
Cogeneration, L.P., pursuant to Section 302 of the Sarbanes - Oxley
Act of 2002 dated November 13, 2003              
|31.3    |  | Certification of Principal Executive Officer of Indiantown
Cogeneration Funding Corporation, pursuant to Section 302 of the
Sarbanes - Oxley Act of 2002 dated November 13, 2003
|31.4    |  | Certification of Principal Financial Officer of Indiantown
Cogeneration Funding Corporation, pursuant to Section 302 of the
Sarbanes - Oxley Act of 2002 dated November 13, 2003
|32.1    |  | Certification of Principal Executive Officer of Indiantown
Cogeneration, L.P., pursuant to Section 906 of the Sarbanes - Oxley
Act of 2002 dated November 13, 2003              
|32.2    |  | Certification of Principal Executive Officer of Indiantown
Cogeneration Funding Corporation, pursuant to Section 906 of the
Sarbanes - Oxley Act of 2002 dated November 13, 2003
|32.3    |  | Certification of Principal Financial Officer of Indiantown
Cogeneration, L.P., pursuant to Section 906 of the Sarbanes - Oxley
Act of 2002 dated November 13, 2003              
|32.4    |  | Certification of Principal Financial Officer of Indiantown
Cogeneration Funding Corporation, pursuant to Section 906 of the
Sarbanes - Oxley Act of 2002 dated November 13, 2003

24



---



##### 



b) Reports on Form 8-K:



| |  |  | The Partnership filed a current report on Form 8-K dated October 27,
2003 announcing the replacement of credit agreements. This report was amended by a report on Form 8-K/A filed on November
13, 2003.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Partnership filed a current report on Form 8-K dated July 8, 2003
announcing the Chapter 11 bankruptcy filing of PG&E National Energy
Group, Inc.                                                   

25



---



##### 



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

|                        |  |                                                                                             
|----------------------- |  | --------------------------------------------------------------------------------------------
|                        |  | Indiantown Cogeneration, L.P.
(Co-Registrant)                                               
|                        |  |                                                                                             
|Date: November 13, 2003 |  | /s/ THOMAS E. LEGRO                                                                         
|                        |  | Thomas E. Legro
Vice President, Controller and Chief Accounting
Officer                     
|                        |  |                                                                                             
|                        |  |                                                                                             
|                        |  | Indiantown Cogeneration Funding
Corporation
(Co-Registrant)                                 
|                        |  |                                                                                             
|Date: November 13, 2003 |  | /s/ THOMAS E. LEGRO

Thomas E. Legro
Vice President, Controller and Chief Accounting
Officer

26



---



##### 



EXHIBIT INDEX

|        |  |                                                                                                                                                                                 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                 
|No.     |  | Description                                                                                                                                                                     
|        |  |                                                                                                                                                                                 
|10      |  | First Amendment to the Coal Purchase and Sales Agreement
between Indiantown Cogeneration, L.P. and Massey Coal Sales Company,
Inc. dated August 21, 2003                        
|31.1    |  | Certification of Principal Executive Officer of Indiantown
Cogeneration, L.P., pursuant to Section 302 of the Sarbanes - Oxley
Act of 2002 dated November 13, 2003              
|31.2    |  | Certification of Principal Financial Officer of Indiantown
Cogeneration, L.P., pursuant to Section 302 of the Sarbanes - Oxley
Act of 2002 dated November 13, 2003              
|31.3    |  | Certification of Principal Executive Officer of Indiantown
Cogeneration Funding Corporation, pursuant to Section 302 of the
Sarbanes - Oxley Act of 2002 dated November 13, 2003
|31.4    |  | Certification of Principal Financial Officer of Indiantown
Cogeneration Funding Corporation, pursuant to Section 302 of the
Sarbanes - Oxley Act of 2002 dated November 13, 2003
|32.1    |  | Certification of Principal Executive Officer of Indiantown
Cogeneration, L.P., pursuant to Section 906 of the Sarbanes - Oxley
Act of 2002 dated November 13, 2003              
|32.2    |  | Certification of Principal Executive Officer of Indiantown
Cogeneration Funding Corporation, pursuant to Section 906 of the
Sarbanes - Oxley Act of 2002 dated November 13, 2003
|32.3    |  | Certification of Principal Financial Officer of Indiantown
Cogeneration, L.P., pursuant to Section 906 of the Sarbanes - Oxley
Act of 2002 dated November 13, 2003              
|32.4    |  | Certification of Principal Financial Officer of Indiantown
Cogeneration Funding Corporation, pursuant to Section 906 of the
Sarbanes - Oxley Act of 2002 dated November 13, 2003