SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

For the Quarterly Period Ended March 31, 2001

Commission File Number 33-82034

INDIANTOWN COGENERATION, L.P.
            (Exact name of co-registrant as specified in its charter)

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

INDIANTOWN COGENERATION FUNDING CORPORATION
            (Exact name of co-registrant as specified in its charter)

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

7500 Old Georgetown Road, 13th Floor
                          Bethesda, Maryland 20814-6161
              (Registrants' address of principal executive offices)

(301)-280-6800
              (Registrants' telephone number, including area code)

Indicate  by check mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements   for   the   past   90    days.  [X] Yes      [
] No___

`Indiantown Cogeneration, L.P.
                   Indiantown Cogeneration Funding Corporation


PART I   FINANCIAL INFORMATION                                        Page No.

Item 1 Financial Statements:
    Consolidated Balance Sheets as of March 31, 2001 (Unaudited) and
        December 31, 2000..................................................1
    Consolidated Statements of Operations for the
           Three Months Ended March 31, 2001 (Unaudited) and
           March 31, 2000 (Unaudited)......................................3
    Consolidated Statements of Cash Flows for the Three Months
           Ended March 31, 2001 (Unaudited) and March 31, 2000
           (Unaudited).....................................................4

    Notes to Consolidated Financial Statements (Unaudited) ................5


Item 2   Management's Discussion and Analysis of Financial
            Condition and Results of Operations............................9

PART II OTHER INFORMATION

Item 1    Legal Proceedings...............................................13

Item 5    Other Information...............................................15

Item 6    Exhibits and Reports on Form 8K.................................17

Signatures................................................................18`

`PART I
                              FINANCIAL INFORMATION

                          Indiantown Cogeneration, L.P
                           Consolidated Balance Sheets
                   As of March 31, 2001 and December 31, 2000
                   ------------------------------------------

                                                                                 March 31,                December 31,
                            ASSETS                                                  2001                      2000
---------------------------------------------------------------            -----------------------    ---------------------
                                                                                (Unaudited)
CURRENT ASSETS:
     Cash and cash equivalents                                           $                607,029   $              821,955
     Accounts receivable-trade                                                         13,840,613               13,853,485
     Inventories                                                                          883,853                2,116,636
    Prepaids                                                                              717,728                  800,238
     Deposits                                                                              44,450                   44,450
    Investments held by Trustee, including restricted funds
        of $18,930,849 and $2,694,068, respectively
                                                                                       26,565,500                2,980,292
                                                                           -----------------------    ---------------------
               Total current assets                                                    42,659,173               20,617,056
                                                                           -----------------------    ---------------------

INVESTMENTS HELD BY TRUSTEE,
     restricted funds                                                                  15,141,079               15,108,428

DEPOSITS                                                                                  162,372                  159,365

PROPERTY, PLANT & EQUIPMENT: 
     Land                                                                               8,582,363                8,582,363
     Electric and steam generating facilities                                         700,514,761              700,310,050
     Less accumulated depreciation                                                   (84,326,892)             (80,537,655)
                                                                           -----------------------    ---------------------
               Net property, plant and equipment                                     624,770,232              628,354,758
                                                                           -----------------------    ---------------------

FUEL RESERVE                                                                           1,883,454                  922,254

DEFERRED FINANCING COSTS, net of accumulated amortization of
    $44,885,351 and $44,679,212, respectively
                                                                                      15,301,565               15,507,704
                                                                           -----------------------    ---------------------

               Total assets                                                $         699,917,875     $        680,669,565
                                                                           =======================    =====================



                           The accompanying notes are an integral part of these consolidated balance sheets.

                                                                        1
Indiantown Cogeneration, L. P.
                           Consolidated Balance Sheets
                   As of March 31, 2001 and December 31, 2000
                   ------------------------------------------

                                                                       March 31,                   December 31,
LIABILITIES AND PARTNERS' CAPITAL                                         2001                        2000
--------------------------------------------------------------    ---------------------     ----------------------
                                                                      (Unaudited)

CURRENT LIABILITIES:
  Accrued payables/liabilities                                      $      10,342,785         $        9,325,173
  Accrued interest                                                         15,705,799                  2,370,686
  Current portion - First Mortgage Bonds                                   11,140,896                 11,140,896
  Current portion lease payable - railcars                                    337,666                    331,628
                                                                  ---------------------     ----------------------
              Total current liabilities                                    37,527,146                 23,168,383
                                                                  ---------------------     ----------------------

LONG TERM DEBT:
  First Mortgage Bonds                                                    443,567,969                443,567,969
  Tax Exempt Facility Revenue Bonds                                       125,010,000                125,010,000
  Lease payable - railcars                                                  3,856,823                  3,943,538
                                                                  ---------------------     ----------------------
             Total long term debt                                         572,434,792                572,521,507

                                                                  ---------------------     ----------------------
              Total liabilities                                           609,961,938                595,689,890
                                                                  ---------------------     ----------------------

PARTNERS' CAPITAL:
  Toyan Enterprises                                                        27,031,761                 25,536,395
  Palm Power Corporation                                                    8,995,593                  8,497,967
  Indiantown Project Investment Partnership                                17,946,209                 16,953,444
  Thaleia                                                                  35,982,374                 33,991,869
                                                                  ---------------------     ----------------------
                                                                  ---------------------     ----------------------
             Total partners' capital                                       89,955,937                 84,979,675
                                                                  ---------------------     ----------------------

             Total liabilities and partners' capital              $       699,917,875        $       680,669,565
                                                                  =====================     ======================


                           The accompanying notes are an integral part of these consolidated balance sheets.

                                                       2

Indiantown Cogeneration, L.P.
                     Consolidated Statements of Operations
          For the Three Months Ended March 31, 2001 and March 31, 2000
          ------------------------------------------------------------

                                                                 Three Months Ended            Three Months Ended
                                                                   March 31, 2001                March 31, 2000
                                                              -------------------------     -------------------------
Operating Revenues:                                                 (Unaudited)                 (Unaudited)
     Electric capacity and capacity bonus
        revenue                                                        $31,089,589                   $30,981,320
     Electric energy revenue                                            15,217,497                    13,105,749
     Steam revenue                                                         151,491                        19,171
                                                                       -----------                    ----------
         Total operating revenues                                       46,458,577                    44,106,240
                                                                       -----------                    ----------

Cost of Sales:
     Fuel and ash                                                       17,180,187                    13,446,313
     Operating and maintenance                                           3,940,460                     4,263,406
     Depreciation                                                        3,789,237                     3,785,291
                                                                        -----------                   ----------
         Total cost of sales                                            24,909,884                    21,495,010
                                                                        ----------                    ----------

Gross Profit                                                            21,548,693                    22,611,230
                                                                        ----------                    ----------

Other Operating Expenses:
     General and administrative                                          1,375,743                     1,261,212
     Insurance and taxes                                                 1,633,478                     1,501,719
                                                                         ---------                     ---------
         Total other operating expenses                                  3,009,221                     2,762,931
                                                                         ---------                     ---------

Operating Income                                                        18,539,472                    19,848,299
                                                                        ----------                    ----------

Non-Operating Income (Expenses):
     Interest expense                                                  (13,949,817)                  (14,453,537)
     Interest/Other income (expense)                                       386,606                       399,113
                                                                        -----------                  -----------
         Net non-operating expense                                     (13,563,211)                  (14,054,424)
                                                                      ------------                  ------------

Income before cumulative effect of
      change in accounting principle                                     4,976,261                     5,793,875
Cumulative effect of change in accounting principle                              -                       920,356
                                                                      -------------                    ---------

Net Income                                                              $4,976,262                    $6,714,231
                                                                      ============                    ==========


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

                                                       3
Indiantown Cogeneration, L.P.
                      ConsolidatedStatements of Cash Flows
               For the Three Months Ended March 31, 2001 and 2000
               --------------------------------------------------

                                                                              Three Months              Three Months
                                                                                  Ended                     Ended
                                                                                March 31,                 March 31,
                                                                                  2001                      2000
                                                                           --------------------     ----------------------
                                                                               (Unaudited)               (Unaudited)

    CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income                                                        $         4,976,262       $        6,714,231
             Adjustments to reconcile net income to net
                cash provided by operating activities:
                   Depreciation and amortization                                     3,995,376                3,991,437

                   Decrease (increase) in accounts receivable                           12,872                (302,259)
                   Decrease in inventories and fuel reserves                           271,583                  96,850
                   Decrease (increase) in deposits and prepaids                         79,503                (368,908)
                   Increase in accounts payable, accrued liabilities
                       and accrued interest                                         14,352,726              14,468,086
                   Decrease  in major maintenance
                       reserve                                                               -                (920,536)
                   Decrease in lease payable                                          (80,677)                 (75,058)
                                                                           --------------------     ----------------------
                           Net cash provided by operating activities               23,607,645               23,604,023
                                                                           --------------------     ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
            Purchase of property, plant and equipment                                (204,712)               (549,684)
            Increase in investment held by trustee                                (23,617,859)            (23,702,244)
                                                                           --------------------     ----------------------
                           Net cash used in investing activities                  (23,822,571)            (24,269,928)
                                                                           --------------------     ----------------------


    CHANGE IN CASH AND CASH EQUIVALENTS                                              (214,926)               (665,905)
    CASH and CASH EQUIVALENTS, beginning of year                                      821,955               2,416,997
                                                                           --------------------     ----------------------
    CASH and CASH EQUIVALENTS, end of period                               $          607,029       $       1,751,092
                                                                           ====================     ======================



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


                                                              4`

### Indiantown Cogeneration, L.P.
                             Notes to Consolidated Financial Statements
                                           As of March 31, 2001
                                            (Unaudited)

1.   ORGANIZATION AND BUSINESS:

The  original  general  partners  were  Toyan  Enterprises   ("Toyan"),   a
California corporation and a wholly owned special purpose indirect subsidiary of
PG&E  National  Energy  Group,  Inc.  ("NEG,  Inc.") and Palm Power  Corporation
("Palm"),  a Delaware  corporation and a special purpose indirect  subsidiary of
Bechtel Enterprises, Inc. ("Bechtel Enterprises").  The sole limited partner was
TIFD III-Y,  Inc.  ("TIFD"),  a special purpose  indirect  subsidiary of General
Electric Capital Corporation  ("GECC").  During 1994, the Partnership formed its
sole, wholly owned subsidiary, Indiantown Cogeneration Funding Corporation ("ICL
Funding"),  to  act as  agent  for,  and  co-issuer  with,  the  Partnership  in
accordance with the 1994 bond offering.  ICL Funding has no separate  operations
and has only $100 in assets.

In 1998, Toyan  consummated  transactions  with DCC Project Finance Twelve,
Inc.  ("PFT"),  whereby  PFT,  through  a new  partnership  (Indiantown  Project
Investment,  L.P.  ("IPILP"))  with Toyan,  became a new general  partner in the
Partnership.  Toyan is the  sole  general  partner  of  IPILP.  Prior to the PFT
transaction,  Toyan  converted some of its general  partnership  interest into a
limited  partnership  interest such that Toyan now directly holds only a limited
partnership  interest  in  the  Partnership.  In  addition,  Bechtel  Generating
Company,  Inc. ("Bechtel  Generating") sold all of the stock of Palm to a wholly
owned indirect subsidiary of Cogentrix Energy, Inc. ("Cogentrix").  Palm holds a
10% general partner interest in the Partnership.

On June 4, 1999,  Thaleia,  LLC ("Thaleia"),  a wholly-owned  subsidiary of
Palm and indirect  wholly-owned  subsidiary of  Cogentrix,  acquired from TIFD a
19.9%  limited  partner  interest in the  Partnership.  On  September  20, 1999,
Thaleia acquired another 20% limited  partnership  interest from TIFD and TIFD's
membership  on the Board of Control.  On November  24, 1999,  Thaleia  purchased
TIFD's remaining limited partner interest in the Partnership from TIFD.

The net profits and losses of the Partnership are allocated to Toyan, Palm,
TIFD, IPILP, and Thaleia  (collectively,  the "Partners") based on the following
ownership percentages:

5
As of              As of               As of             As of                  As of
               August 21,         October 20,         June 4,           September 20,          November 24,
               1998               1998                1999              1999                   1999
               ----               ----                ----              ----                   ----
Toyan          30.05%             30.05%              30.05%            30.05%                 30.05%
Palm           10%                10%*                10%*              10%*                   10%*
IPILP          19.95%**           19.95%**            19.95%**          19.95%**               19.95%**
TIFD           40%                40%                 20.1%             0.1%                   --
Thaleia        --                 --                  19.9%*            39.9%*                 40%*
*Now beneficially owned by Cogentrix.
** PFT's beneficial ownership in the Partnership through IPILP was equal to 10%
 as of August 21, 21, 1998, and 15% as of November 23, 1998.The   changes   in    ownership    were   the   subject   of   notices   of
self-recertification of Qualifying Facility status filed by the Partnership with
the Federal Energy Regulatory  Commission on August 20, 1998, November 16, 1998,
June 4, 1999, September 21, 1999, and November 24, 1999.All distributions  other than liquidating  distributions will be made based
on the Partners'  percentage  interest as shown above,  in  accordance  with the
project  documents and at such times and in such amounts as the Board of Control
of the Partnership determines.The  Partnership  is managed by  PG&E  National  Energy  Group  Company
("NEG"), formerly known as PG&E Generating Company, pursuant to a Management
Services  Agreement (the "MSA").  The Facility is operated by PG&E Operating
Services Company  ("PG&E OSC"),  formerly known as U.S.  Operating  Services
Company,  pursuant to an  Operation  and  Maintenance  Agreement  (the  "O&M
Agreement").  NEG and PG&E OSC are general  partnerships  indirectly  wholly
owned NEG, Inc., an indirect wholly owned subsidiary of PG&E Corporation.PG&E  Corporation  is also  the  parent  of  Pacific  Gas and  Electric
Company, the California utility. Because the California energy markets situation
has caused financial difficulties for Pacific Gas and Electric Company, PG&E
Corporation's  credit  ratings  were  downgraded  to below  investment  grade in
January  2001,  which  caused  PG&E  Corporation  to default on  outstanding
commercial paper and bank borrowings. In January 2001, certain corporate actions
were  taken  to  insulate  the  assets  of  NEG  and  its  direct  and  indirect
subsidiaries  from an effort to  substantively  consolidate  those assets in any
insolvency or  bankruptcy  proceeding  of PG&E  Corporation.  In March 2001,
PG&E Corporation refinanced all of its outstanding commercial paper and bank
borrowings,  and Standard & Poor's subsequently removed its below investment
grade credit rating since PG&E  Corporation  no longer had rated  securities
outstanding.  On April 6,  2001,  Pacific  Gas and  Electric  Company  filed for
protection under Chapter 11 of the U.S. Bankruptcy Code.6

Management   of  NEG  believes   that  NEG  and  its  direct  and  indirect
subsidiaries  as  described  above,  including  the  Partnership,  would  not be
substantively consolidated with PG&E Corporation or Pacific Gas and Electric
Company  in  any  insolvency  or  bankruptcy   proceeding   involving   PG&E
Corporation.2.   FINANCIAL STATEMENTS:
      
     The  consolidated  balance sheet as of March 31, 2001, and the consolidated
statements  of  operations  and cash flows for the three  months ended March 31,
2001 and 2000,  have been  prepared  by the  Partnership,  without  audit and in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission. In the opinion of management, these financial statements include all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present fairly the financial  position of the  Partnership as of March 31, 2001,
and the results of  operations  and cash flows for the three  months ended March
31, 2001 and 2000.The financial  statements and related notes contained herein should be read
in conjunction  with the  Partnership's  Annual Report on Form 10-K for the year
ended December 31, 2000.Investments Held by TrusteeThe  investments  held by trustee  represent  bond and equity  proceeds and
revenue funds held by a bond trustee/disbursement agent and are carried at cost,
which  approximates  market.  All funds are invested in either Nations  Treasury
Fund-Class A or other permitted  investments for longer periods. The Partnership
also maintains  restricted  investments  covering a portion of the Partnership's
debt as required by the financing documents. The proceeds include $12,501,000 of
restricted  tax-exempt debt service reserve required by the financing  documents
and are classified as a noncurrent asset on the accompanying balance sheets. The
Partnership  maintains  restricted   investments  covering  a  portion  of  debt
principal and interest payable,  as required by the financing  documents.  These
investments  are classified as current assets in the  accompanying  consolidated
balance sheets. A qualifying  facility ("QF") reserve of $2,500,000 is also held
in long-term assets in the accompanying balance sheets.Property, Plant and EquipmentProperty, plant and equipment, which consist primarily of the Facility, are
recorded at actual cost. The Facility is depreciated  on a  straight-line  basis
over 35 years, with a residual value on the Facility approximating 25 percent of
the gross Facility costs.Other property and equipment are depreciated on a straight-line  basis over
the estimated  economic or service lives of the respective  assets (ranging from
five to seven years).  Routine maintenance and repairs are charged to expense as
incurred.7
New Accounting PronouncementThe Partnership adopted SFAS No. 133 "Accounting for Derivative Instruments
and  Hedging  Activities",  as amended by SFAS Nos.  137 and 138,  on January 1,
2001. This standard  requires the Partnership to recognize all  derivatives,  as
defined in the  statements  listed  above,  on the balance  sheet at fair value.
Derivatives,  or any  portion  thereof,  that are not  effective  hedges must be
adjusted to fair value through  income.  If  derivatives  are effective  hedges,
depending on the nature of the hedges,  changes in the fair value of derivatives
either will offset the change in fair value of the hedged  assets,  liabilities,
or  firm  commitments   through  earnings,   or  will  be  recognized  in  other
comprehensive  income until the hedged  items are  recognized  in earnings.  The
Partnership has certain derivative commodity contracts for the physical delivery
of purchase and sale  quantities  transacted  in the normal  course of business.
These  derivatives  are exempt from the  requirements  of SFAS No. 133 under the
normal purchases and sales exception,  and thus are not reflected on the balance
sheet at fair  value.  The  impact  of  adopting  this  standard  did not have a
material  impact  on the  financial  statements  of the  Partnership,  since all
contracts are exempt as normal purchases and sales, as currently defined.As of March 31, 2001, the Financial Accounting Standards Board ("FASB") had
not resolved Derivatives Implementation Group ("DIG") Issue 14-3, dealing with a
proposed  electric  industry  normal  purchases and sales exception for capacity
sales  transactions.  The  Partnership has assumed that the FASB will permit the
use of this  exception for capacity  sales  contracts that include the following
characteristics:        It is probable at inception and
throughout  the  term  of the  individual  contract  that  the  contract  
          if  exercised by the
holder    will not settle net, as defined in SFAS No. 133, and will result
in           physical
delivery.

        The  electricity  contract would
not otherwise be considered an  energy-trading  contract under
          the EITF Issue No.
98-10.

        The   contract  meets  all
other applicable normal purchases and sales exceptions pursuant to
          paragraph  10(b)  of
SFAS No. 133.

The capacity sales contract  currently  held by the  Partnership  meets the
above  criteria and is therefore  subject to the FASB's final  decision  that is
expected in mid-2001. Pending the FASB's final decision, the Partnership assumes
that these contracts will be exempt from derivative  accounting  treatment under
the normal purchases and sales exemption.3.    DEPOSITS:In 1991, in accordance with the Planned Unit  Development  Zoning Agreement
between the Partnership and Martin County, the Partnership  deposited $1,000,000
in trust  with the Board of County  Commissioners  of  Martin  County  (the "PUD
Trustee").  Income from this trust will be used solely for  projects  benefiting
the community of  Indiantown.  On July 23, 2025,  the PUD Trustee is required to
return the deposit to the  Partnership.  As of March 31, 2001 and  December  31,
2000,  estimated  present  value of this  deposit  was  $162,372  and  $159,365,
respectively.  The remaining  balance has been included in property  plant,  and
equipment as part of total construction expenses.8
Item 2      
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            
    
CONDITION AND RESULTS OF OPERATIONSThe  following   discussion   should  be  read  in  conjunction   with  the
Consolidated  Financial  Statements  of the  Partnership  and the notes  thereto
included elsewhere in this report.General
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.  As of March 31,  2001,  the  Partnership  had  approximately  $624.8
million of  property,  plant and  equipment  (net of  accumulated  depreciation)
consisting  primarily of purchased  equipment,  construction  related  labor and
materials,  interest  during  construction,  financing  cost,  and  other  costs
directly associated with the construction of the Facility.  For the three months
ended  March  31,  2001,  the  Partnership  had  total  operating   revenues  of
approximately  $46.5  million,  total  operating  costs of  approximately  $27.9
million,  and  total net  interest  expenses  of  approximately  $13.6  million,
resulting in net income of approximately $5.0 million.The  Partnership  is  engaged in  litigation  with FPL,  the  Partnership's
primary source of revenue. Under certain circumstances, an adverse ruling in the
litigation  could have a material adverse effect on the  Partnership's  business
and financial  condition.  Please see Part II Item 1, Legal  Proceedings,  for a
description of the litigation. The Partnership's fuel supplier is in bankruptcy.
Please  see  Part  II,  Item 5,  Other  Information,  for a  description  of the
bankruptcy and the Partnership's actions in respect of the bankruptcy.The  Partnership  has  obtained  all  material  environmental  permits  and
approvals  required as of March 31, 2001,  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.The  Partnership  timely filed its  application for a Title V air permit on
May 24, 1996. The permit was issued on October 11, 1999.Results of Operations

For the three months ending March 31, 2001 and 2000, the Facility  achieved
an average Capacity Billing Factor of 98.60% and 100.01%,  respectively. For the
three  months  ended March 31,  2001 and 2000,  respectively,  this  resulted in
earning monthly capacity  payments  aggregating  $28.3 million and $28.2 million
and

9
bonuses  aggregating  $2.8 million in each period.  The Capacity  Billing Factor
measures the overall availability of the Facility, but gives a heavier weighting
to on-peak  availability.  During the three  months  ended March 31,  2001,  the
Facility was dispatched by FPL and generated 639,457 megawatt-hours  compared to
571,896  megawatt-hours  during the same period in 2000. The increase was due to
higher oil and gas prices  incurred by FPL during the first  quarter to generate
energy from its facilities. The monthly dispatch rate for the first three months
of 2001  ranged  from 89% to 90%,  as  compared to a range of 73% to 87% for the
corresponding period in 2000.

         

     Net income for the three  months ended March 31,  2001,  was  approximately
$5.0 million  compared to the net income of  approximately  $6.7 million for the
corresponding  period in the prior year. The $1.7 million  decrease is primarily
attributable to an increase in administrative  costs of $0.2 million  associated
with the FPL  litigation,  an  increase  in net  energy  costs  of $1.6  million
primarily due to natural gas usage and ash disposal,  and an expense reversal of
$0.9  million  made in 2000 for a  cumulative  change  in  accounting  principle
relating  to major  maintenance  costs.  This is  offset  by a  decrease  in net
non-operating  costs of $0.5 million,  a decrease in operating  and  maintenance
costs of $0.3 million, and an increase of steam revenue of $0.2 million.
Electric Energy Revenues
------------------------

                                                       For the three months ended
                                                  March 31, 2001       March 31, 2000
                                                  --------------       --------------

Revenues                                          $ 46.5 million       $ 44.1 million
KWhs                                                      639.5               571.9
Average Capacity Billing Factor                           98.63%             100.01%
Average Dispatch Rate                                     89.71%              80.45%

For the three  months  ended  March 31,  2001,  the  Partnership  had total
operating  revenues of approximately  $46.5 million as compared to $44.1 million
for the  corresponding  period in the prior year.  The $2.4 million  increase in
operating  revenue is primarily  due to higher  energy  revenue  resulting  from
higher dispatch by FPL.

        

     Costs  of  revenues  for the  three  months  ended  March  31,  2001,  were
approximately  $24.9  million  on sales of  639,457  MWhs as  compared  to $21.5
million on sales of 571,896 MWhs for the corresponding period in the prior year.
This increase is primarily a result of higher fuel and ash costs of $3.7 million
resulting from higher  dispatch and the higher cost of fuel in the first quarter
of 2001.         

     Total other  operating  expenses for the three months ended March 31, 2001,
were  approximately  $3.0  million  compared to the $2.8  million of total other
operating  expenses  for the  corresponding  period in the prior year.  The $0.2
million increase is due primarily to higher general and administrative  expenses
for legal expenses for the FPL litigation and an increase in insurance premiums.10

Net  interest  expense  for the three  months  ended March 31,  2001,  were
approximately $13.6 million compared to $14.0 million for the same period in the
prior year.  June and December 2000 payments on Series A-9 of the first mortgage
bonds decreased interest expense by approximately $500,000.Liquidity and Capital ResourcesOn November 22, 1994 the  Partnership and ICL Funding issued first mortgage
bonds in an aggregate  principal  amount of $505  million  (the "First  Mortgage
Bonds"),  $236.6  million of which bear an  average  interest  rate of 9.26% and
$268.4  million of which bear an interest rate of 9.77%.  Concurrently  with the
Partnership's issuance of its First Mortgage Bonds, the Martin County Industrial
Development  Authority issued $113 million of Industrial  Development  Refunding
Revenue Bonds  (Series  1994A) which bear an interest rate of 7.875% (the "1994A
Tax Exempt  Bonds").  A second series of tax exempt bonds (Series  1994B) in the
approximate  amount of $12 million,  which bear an interest rate of 8.05%,  were
issued by the Martin  County  Industrial  Development  Authority on December 20,
1994 (the  "1994B  Tax Exempt  Bonds"  and,  together  with the 1994A Tax Exempt
Bonds,  the "1994 Tax Exempt Bonds").  The First Mortgage Bonds and the 1994 Tax
Exempt Bonds are hereinafter collectively referred to as the "Bonds."
        

     Certain proceeds from the issuance of the First Mortgage Bonds were used to
repay $421 million of the  Partnership's  indebtedness  and  financing  fees and
expenses  incurred in connection with the  development  and  construction of the
Facility and the balance of the proceeds  were  deposited in various  restricted
funds that are being administered by an independent  disbursement agent pursuant
to trust  indentures and a disbursement  agreement.  Funds  administered by such
disbursement agent are invested in specified  investments.  These funds together
with other funds  available to the  Partnership  were being used: (i) to finance
completion of construction, testing, and initial operation of the Facility; (ii)
to finance  construction  interest  and  contingency;  and (iii) to provide  for
initial working capital.
        

     The  proceeds of the 1994 Tax Exempt Bonds were used to refund $113 million
principal  amount of  Industrial  Development  Revenue  Bonds  (Series 1992A and
Series  1992B)  previously  issued by the Martin County  Industrial  Development
Authority  for the  benefit of the  Partnership,  and to fund,  in part,  a debt
service reserve  account for the benefit of the holders of its tax-exempt  bonds
and to complete construction of certain portions of the Facility.
        

     The  Partnership's  total borrowings from inception  through March 31, 2001
were $769  million.  The equity loan of $139  million was repaid on December 26,
1995. As of March 31, 2001, the  borrowings  included $125 million from the 1994
Tax Exempt Bonds and all of the  available  First  Mortgage Bond  proceeds.  The
First Mortgage Bonds have matured as follows:Series            Aggregate Principal Amount            Date Matured and Paid
------            --------------------------            ---------------------

A-1                       $4,397,000                       June 15, 1996
A-2                        4,398,000                       December 15, 1996
A-3                        4,850,000                       June 15, 1997
A-4                        4,851,000                       December 15, 1997


                                       11


A-5                        5,132,000                       June 15, 1998
A-6                        5,133,000                       December 15, 1998
A-7                        4,998,000                       June 15, 1999
A-8                        4,999,000                       December 15, 1999**

**Note the A-9 Series does not fully mature until December 15, 2010.The weighted  average interest rate paid by the Partnership on its debt for
the  three  months  ended  March 31,  2001 and  2000,  was  9.197%  and  9.204%,
respectively.
        

     The Partnership,  pursuant to certain of the Project Contracts, is required
to post letters of credit,  which, in the aggregate,  will have a face amount of
no more than $65  million.  Certain of these  letters of credit have been issued
pursuant to a Letter of Credit and  Reimbursement  Agreement  with Credit Suisse
and the  remaining  letters of credit  will be issued  when  required  under the
Project Contracts,  subject to conditions contained in such Letter of Credit and
Reimbursement Agreement. As of March 31, 2001, no drawings have been made on any
of these letters of credit. The Letter of Credit and Reimbursement Agreement has
a term of seven years subject to extension at the  discretion of the banks party
thereto.  In 1996,  Credit  Suisse  merged with First Boston and is now known as
Credit Suisse First Boston.
        

     The  Partnership  entered into a debt service  reserve letter of credit and
reimbursement agreement,  dated as of November 1, 1994, with Banque Nationale de
Paris ("BNP")  pursuant to which a debt service  reserve letter of credit in the
amount of  approximately  $60 million was issued.  This  agreement has a rolling
term of five years,  subject to extension at the  discretion  of the banks party
thereto.  Drawings on the debt service reserve letter of credit became available
on the  Commercial  Operation Date of the Facility to pay principal and interest
on the First Mortgage Bonds, the 1994 Tax Exempt Bonds and interest on any loans
created by  drawings on such debt  service  reserve  letter of credit.  Cash and
other  investments held in the debt service reserve account will be drawn on for
the Tax Exempt Bonds prior to any drawings on the debt service reserve letter of
credit.  As of March 31,  2001,  no drawings  have been made on the debt service
reserve  letter of credit.  In April 2000, BNP merged with Banque Paribas and is
now known as BNP Paribas.
        

     In order to  provide  for the  Partnership's  working  capital  needs,  the
Partnership  entered into a Revolving  Credit Agreement with Credit Suisse First
Boston dated as of November 1, 1994.  This  Agreement  has a term of seven years
subject to extension at the discretion of the banks party thereto. The revolving
credit agreement has a maximum  available amount of $15 million and may be drawn
on by the Partnership from time to time. The interest rate is based upon various
short-term indices at the Partnership's option and is determined  separately for
each draw.  During the three months ended March 31, 2001,  working capital loans
were made under the working  capital  facility.  All working  capital loans were
repaid.12
PART II
                               OTHER INFORMATION
Item 1     LEGAL PROCEEDINGSDispute with FPL
On March 19, 1999,  the  Partnership  filed a complaint  against FPL in the
United States  District  Court for the Middle  District of Florida.  The lawsuit
stems from a course of action pursued by FPL beginning in the Spring of 1997, in
which FPL purported to exercise its dispatch and control  rights under the Power
Purchase Agreement in a manner which the Partnership believes violated the terms
of the power sales  agreement.  In its complaint,  the Partnership  charges that
such conduct was  deliberately  calculated to cause the Partnership to be unable
to meet the  requirements  to maintain  the  Facility's  status as a  Qualifying
Facility under the Public Utility Regulatory Policies Act of 1978.
        

     The  complaint  alleges that FPL took the position  that if the Facility is
off-line for any reason,  then FPL is under no  obligation to allow the Facility
to reconnect to FPL's system. The original complaint asserted, however, that the
Partnership  specifically and successfully negotiated for a contractual right to
operate  the  Facility  up to 100 MW  ("Minimum  Load") in order to enable it to
cogenerate  sufficient steam to maintain its Qualifying  Facility status.  While
FPL has not disputed that the Partnership  may maintain  Minimum Load operations
if the  Facility  is  delivering  power when FPL  requests  the  Partnership  to
decommit  the  Facility,  the  complaint  states that FPL has  claimed  absolute
discretion  to deny the  Partnership  permission  to reconnect the Facility with
FPL's system.
        

     Since the loss of  Qualifying  Facility  status  may  result in an event of
default  under the Power  Purchase  Agreement,  the  Partnership  took action to
address this matter.
        

     The complaint  asserted  causes of action for (i) FPL's breach of the Power
Purchase  Agreement,  (ii) FPL's anticipatory  repudiation of the Power Purchase
Agreement,  (iii) breach of the implied covenant of good faith, fair dealing and
commercial  reasonableness  and (iv) a declaratory  judgment by the court of the
rights of the parties under the Power Purchase Agreement.  The Partnership seeks
(a) a declaratory  ruling that FPL's actions constitute a breach of the terms of
the Power Purchase  Agreement and that the Partnership has the absolute right to
operate  the  Facility at Minimum  Load  (except for reasons of safety or system
security)  at the  rates  provided  for in the  Power  Purchase  Agreement,  (b)
injunctive  relief  preventing  FPL from further  violating  the Power  Purchase
Agreement,  (c) compensatory  damages and (d) other relief as the court may deem
appropriate.
        

     On April  14,  1999,  FPL  filed a  responsive  pleading  to the  complaint
including a motion to dismiss two of the four  counts  raised in the  complaint,
raising  certain  affirmative  defenses  and  seeking  declaration  that FPL has
unfettered dispatch rights under the Power Purchase Agreement.  On the same day,
FPL also filed an answer to the counts that were not challenged in the motion to
dismiss.  On April 23,  1999,  FPL filed  answer to the  counts,  which were not
challenged in the motion to dismiss.  On May 13, 1999, the Partnership filed its
response to FPL's motion to dismiss and request for  declaratory  judgement.  On
May 18, 1999,  the Court denied  FPL's  Motion to Dismiss in13
its entirety.  The Partnership  filed an amended  complaint that was accepted on
June 17, 1999.  The amended  complaint  simply  consolidated  the  Partnership's
claims for breach of contract and breach of the implied obligation of good faith
and fair  dealing  which was, in part,  in response  to a recent  federal  court
decision.  FPL moved to dismiss the entire amended complaint and the Partnership
filed its  opposition  papers August 2, 1999.  The Court granted FPL's motion to
dismiss only with respect to the first count of the complaint.  The  Partnership
has amended its  complaint  on March 21,  2000 to address  issues  raised by the
Court in its  decision  to dismiss  this count.  FPL was  expected to file a new
motion to dismiss the amended complaint.
        

     This summary of the Partnership's complaint against FPL is qualified in its
entirety  by  the   complaint,   which  was  filed  with  the  court  in  docket
99-317-CIV-ORL-19C.  This summary does not, nor does it purport to,  include all
of the  material  statements  and  claims  made in the  complaint,  and has been
provided solely for the reader's convenience. This summary is not intended to be
relied upon for any purpose without reference to the complaint.
        

     On December 19, 2000, FPL and the  Partnership  participated in a mediation
conference with respect to the pending litigations described herein. As a result
of this conference,  FPL and the Partnership executed two Settlement  Agreements
intended to resolve all pending  litigation.  Only the Settlement  Agreement for
the pending  federal  court  litigation  requires  amendment  of the power sales
agreement.  The  amendment  must  be  approved  by the  Florida  Public  Service
Commission,  and certain  conditions  set forth in the  Indenture for the Bonds,
including confirmation of the Bonds' investment grade rating, must be met for it
to become effective.

        

     An outline of the  business  terms set forth in this  Settlement  Agreement
provides that if the Facility is off-line for any reason,  the Partnership shall
have the right,  upon up to 6 hours notice and subject only to safety and system
reliability  issues,  to reconnect to FPL's system and produce up to 100 MW. The
Settlement  Agreement  provides that if this occurs when FPL has decommitted the
Facility,  the Partnership will be paid FPL's actual "as available" energy rates
for the  first 360 of such  hours  each year (in this  context,  "as  available"
energy costs  reflect  actual energy  production  costs avoided by FPL resulting
from the production or purchase of energy from the Facility and other  sources).
If fewer than 360 hours are used in any year, FPL may carry the balance forward,
not to  exceed  a total of 1440  hours in any  year.  If the  hours  accumulated
exercising this reconnection right exceed FPL's balance, the Partnership will be
paid for energy  produced during those hours at the energy rates set forth under
the power sales agreement.

        

     Management of the Partnership  believes that this  resolution  provides the
Partnership with the flexibility it requires to maintain its Qualifying Facility
status without materially adversely affecting the Project.

        

     On December 12, 2000, FPL filed a complaint  against the Partnership in the
Circuit Court of the 19th Judicial  District in and for Martin County,  Florida.
In its  complaint,  FPL alleged  that the  Partnership  breached the power sales
agreement by failing to include certain  payments from its coal supplier and its
coal  transporter in the  Partnership's  calculation of its fuel costs which are
included in the  calculation  of the actual  energy  costs under the power sales
agreement.  The power sales agreement  requires a sharing of actual energy costs
between FPL and the  Partnership  to the extent the actual costs differ  (either
upward or  downward)  from a formula  contained  in the  agreement.  FPL  sought
unspecified  damages  and  declaratory  relief  including  a  finding  that  the
Partnership  breached  the  power  sales  agreement.  The  Settlement  Agreement
provides that the  Partnership  will include in future  calculations of its fuel
costs all costs, credits, rebates,  discounts, and  allowances/concessions  from
all past, current or future vendors of fuel, ash, lime, and fuel  transportation
subject to  execution  of a  definitive  agreement  embodying  the terms of this
Settlement  Agreement.  The Partnership will make a one time payment of $800,000
to FPL as  settlement  for  disputed  amounts  under fuel audits  performed  for
calendar years 1997 and 1998.14

Item 5     OTHER INFORMATION

Coal Supplier Bankruptcy

As previously reported, on April 6, 2001, Lodestar Holdings,  Inc. ("LHI"),
the parent company of the  Partnership's  coal supplier,  Lodestar Energy,  Inc.
("LEI")  announced  that on March 30,  2001,  certain  holders of a  substantial
majority of LHI's senior notes filed an  involuntary  bankruptcy  petition  (the
"Involuntary  Petition") against LHI in the U.S.  Bankruptcy Court in Lexington,
Kentucky (the "Bankruptcy Court").

        

     On April  26,  2001,  LEI and LHI  consented  to the  entry of an order for
relief as requested in the  Involuntary  Petition under Chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy  Code"). On April 27, 2001, an order for
such relief was  entered by the  Bankruptcy  Court with  respect to both LHI and
LEI.  LHI and LEI expect to  continue  operating  their  business as "debtors in
possession."

        

     The  Partnership  has  a  coal  purchase   agreement  (the  "Coal  Purchase
Agreement") with LEI pursuant to which LEI supplies all of the coal needs of the
Partnership's 330 megawatt (net) pulverized coal-fired cogeneration facility and
disposes of ash produced at that facility. In the event that LEI were to default
under the Coal Purchase  Agreement or reject the agreement  under Section 365 of
the Bankruptcy Code, the Partnership may not be able to find alternative sources
of coal and options for ash  disposal on favorable  or  commercially  acceptable
terms.

        

     If it becomes necessary to secure  alternative  sources of coal and options
for ash disposal,  the  Partnership  may not be able to obtain such  alternative
sources  of  coal or ash  disposal  on  commercially  reasonable  terms.  If the
Partnership is unable to obtain such alternative  coal or ash disposal  services
or  there  is  a  delay  in  obtaining  them,  the  Partnership  may  experience
significant   business   interruption.   If  the  Partnership  can  obtain  such
alternative sources of coal or ash disposal only on commercially  adverse terms,
the Partnership may experience increased fuel costs and waste handling expenses.
Any such  interruption  or  increased  costs or  expenses  could have a material
adverse impact on the Partnership's financial condition.

        

     Other than with respect to developments  that may have a material impact on
the  Partnership  or its  business  operations,  the  Partnership  is  under  no
obligation  nor  does it  intend  to  continuously  provide  updates  of the LEI
bankruptcy  proceedings.  However,  copies  of  all  pleadings  filed  with  the
Bankruptcy  Court are available  from the office of the clerk of the  Bankruptcy
Court.15
Governmental ApprovalsThe  Partnership  has  obtained  all  material  environmental  permits  and
approvals  required,  as of March  31,  2001,  in order to  continue  commercial
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  issued  permits.   The
Partnership  timely  filed its  application  for a Title V air permit on May 24,
1996. The permit was issued on October 11, 1999.
        

     On December 22, 1999, the Partnership  submitted to the Florida  Department
of  Environmental  Protection  ("DEP")  a  request  for  amendments  to the Site
Certification and an application for modifications of the Site Certificate.  The
amendments to the Site Certification are being provided to inform DEP of certain
changes to the Facility's  design and  operation.  The requests will not require
changes to the Conditions of  Certification  for the Facility and do not involve
significant  environmental  impacts that would require new environmental permits
or approvals.  Also submitted was an application for  modifications  of the Site
Certificate,  which describes other proposed  changes to the Facility design and
operations.  The  modifications  will  require  changes  to  the  Conditions  of
Certification.  The requests  include  modifications to allow the additions of a
carbon  dioxide  plant and  clarifications  of the  operation of the  auxilliary
boiler related to operation rules. DEP approved these site certification changes
on April 20, 2000.

        

     The DEP has proposed to modify the conditions of the Site  Certification to
allow emergency discharge of cooling water and process water to conform to NPDES
Permit Number FL0183750, which was issued on January 19, 2000.

        

     On November 10, 2000 the  Partnership  submitted to the DEP an  application
for modifications to the Site Certificate.  The proposed modifications include a
requested increase of the groundwater withdrawal,  clarification of authority to
allow   emergency   water   withdrawals,   changes  to  groundwater   monitoring
requirements  and programs,  and changing the address of the facility.  On March
14, 2001 DEP  approved  and issued a final order  modifying  the  Conditions  of
Certification  related to South Florida Management  District ("SFWMD") authority
to  authorize  withdrawals  of ground or surface  water and a  modification  for
storage pond elevation changes. The remaining  modifications remain under review
with DEP.Debt Service Reserve AccountAs permitted by the  Partnership's  financing  arrangements,  on August 19,
1998, the  Partnership  requested  that the balance in the Debt Service  Reserve
Account be reduced  to the Debt  Service  Reserve  Account  Required  Balance by
reducing the Debt Service  Reserve  Letter of Credit.  On January 11, 1999,  the
reduction  was  approved.  The Debt  Service  Reserve  Account now  contains the
$29,609,840  Debt  Service  Reserve  Letter of Credit  and  $12,501,000  of cash
(available only as a debt service reserve for the Tax Exempt Bonds).
16
Item 6     
EXHIBITS AND REPORTS ON FORM 8-K
          
        a)      Reports on Form 8-K:
The Partnership  filed a current report on Form 8-K on April 16, 2001,
          announcing Lodestar's bankruptcy.








17

SIGNATURE
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:  May 14, 2001                /s/John R. Cooper
                                   _______________________________
                                   John R. Cooper
                                   Vice President and
                                   Chief Financial Officer


                                   INDIANTOWN COGENERATION FUNDING
                                   CORPORATION
                                   (Co-Registrant)


Date:  May 14, 2001                 /s/John R. Cooper
                                    ______________________________
                                    John R. Cooper
                                    Vice President and
                                    Chief Financial Officer



                                       18