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, 2002

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 FloorBethesda, 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, 2002 (Unaudited) and
               December 31, 2001............................................1
        Consolidated Statements of Operations for the
               Three Months Ended March 31, 2002 (Unaudited) and
               March 31, 2001 (Unaudited)...................................3
        Consolidated Statements of Cash Flows for the Three Months
               Ended March 31, 2002 (Unaudited) and March 31, 2001
               (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 5  Other Information..................................................14

Item 6  Exhibits and Reports on Form 8K....................................15

Signatures.................................................................16`

PART I
                            FINANCIAL INFORMATION

                  Indiantown Cogeneration, L.P. and Subsidiary
                           Consolidated Balance SheetsAs of March 31, 2002 and December 31, 2001

`March 31,                December 31,
                            ASSETS                                                  2002                      2001
---------------------------------------------------------------            -----------------------    ---------------------
                                                                                (Unaudited)
CURRENT ASSETS:
     Cash and cash equivalents                                              $             324,662      $           331,956
     Accounts receivable-trade                                                         14,439,549               14,443,374
     Inventories                                                                          862,610                  259,282
     Prepaids                                                                             980,121                  981,571
     Deposits                                                                              44,450                   44,450
     Investments held by Trustee, including restricted funds
        of $18,635,901 and $2,666,539, respectively
                                                                                       22,062,297                9,572,996
                                                                           -----------------------    ---------------------
               Total current assets                                                    38,713,689               25,633,629
                                                                           -----------------------    ---------------------

INVESTMENTS HELD BY TRUSTEE,
     restricted funds                                                                  15,511,784               15,502,121

DEPOSITS                                                                                  174,977                  171,737

PROPERTY, PLANT & EQUIPMENT:
     Land                                                                               8,582,363                8,582,363
     Electric and steam generating facilities                                         702,218,877              702,175,087
     Less accumulated depreciation                                                   (99,416,434)             (95,613,164)
                                                                           -----------------------    ---------------------
               Net property, plant & equipment                                        611,384,806              615,144,286
                                                                           -----------------------    ---------------------

FUEL RESERVE                                                                            5,595,228                4,059,534

DEFERRED FINANCING COSTS, net of accumulated amortization of
    $45,709,899 and $45,503,768, respectively
                                                                                       14,477,009               14,683,148
                                                                           -----------------------    ---------------------

               Total assets                                              $            685,857,493   $          675,194,455
                                                                           =======================    =====================



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

1

Indiantown Cogeneration, L. P. and Subsidiary
                          Consolidated Balance SheetsAs of March 31, 2002 and December 31, 2001

`March 31,                December 31,
LIABILITIES AND PARTNERS' CAPITAL                                         2002                      2001
--------------------------------------------------------------    ---------------------     ----------------------
                                                                      (Unaudited)
CURRENT LIABILITIES:
     Accrued payables/liabilities                                 $          7,277,451       $         11,474,326
     Accrued interest                                                       15,401,379                  2,324,178
     Current portion - First Mortgage Bonds                                 11,460,407                 11,460,407
     Current portion lease payable - railcars                                  362,941                    358,575
                                                                  --------------------      ----------------------
               Total current liabilities                                    34,502,178                 25,617,486
                                                                  ---------------------     ----------------------

LONG TERM DEBT:
     First Mortgage Bonds                                                  432,107,562                432,107,562
     Tax Exempt Facility Revenue Bonds                                     125,010,000                125,010,000
     Lease payable - railcars                                                3,494,228                  3,584,963
                                                                  ---------------------     ----------------------
               Total long term debt                                        560,611,790                560,702,525


                                                                  ---------------------     ----------------------
               Total liabilities                                           595,113,968                586,320,011
                                                                  ---------------------     ----------------------

PARTNERS' CAPITAL:
    Toyan Enterprises                                                       27,268,430                 26,706,773
    Palm Power Corporation                                                   9,074,352                  8,887,444
    Indiantown Project Investment Partnership                               18,103,333                 17,730,450
    Thaleia                                                                 36,297,410                 35,549,777
                                                                  ---------------------     ----------------------
               Total partners' capital                                      90,743,525                 88,874,444
                                                                  ---------------------     ----------------------

               Total liabilities and partners' capital            $        685,857,493       $        675,194,455
                                                                  =====================     ======================


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

2
Indiantown Cogeneration, L.P. and Subsidiary
                    Consolidated Statements of OperationsFor the Three Ended March 31, 2002 and March 31, 2001
Three Months Ended            Three Months Ended
                                                                      March 31, 2002                March 31, 2001
                                                                 -------------------------     -------------------------
Operating Revenues:                                                     (Unaudited)                 (Unaudited)
     Electric capacity and capacity bonus revenue                      $28,343,076                   $31,089,589
     Electric energy revenue                                            13,888,554                    15,217,497
     Steam revenue                                                          85,412                       151,491
                                                                       -----------                    ----------
         Total operating revenues                                       42,317,042                    46,458,577
                                                                        ----------                    ----------
Cost of Sales:
     Fuel and ash                                                       17,059,864                    17,180,187
     Operating and maintenance                                           3,710,050                     3,940,460
     Depreciation                                                        3,803,271                     3,789,237
                                                                         ---------                     ---------
         Total cost of sales                                            24,573,185                    24,909,884
                                                                        ----------                    ----------

Gross Profit                                                            17,743,857                    21,548,693
                                                                        ----------                    ----------

Other Operating Expenses:
     General and administrative                                            760,143                     1,375,742
     Insurance and taxes                                                 1,720,778                     1,633,478
                                                                         ---------                     ---------
         Total other operating expenses                                  2,480,921                     3,009,220
                                                                         ---------                     ---------

Operating Income                                                       15,262,936                    18,539,473
                                                                        ----------                    ----------

Non-Operating Income (Expenses):

     Interest expense                                                 (13,669,241)                  (13,949,817)
     Interest/Other income (expense)                                       275,386                       386,606
                                                                      ------------                  ------------
         Net non-operating expense                                    (13,393,855)                  (13,563,211)
                                                                      ------------                  ------------

Net Income                                                            $ 1,869,081                    $ 4,976,262
                                                                       ===========                   ===========

                        The accompanying notes are an integral part of these consolidated financial statements.
3
Indiantown Cogeneration, L.P. and Subsidiary
                      Consolidated Statements of Cash Flows
             For the Three Months Ended March 31, 2002 and 2001
Three Months              Three Months
                                                                                  Ended                      Ended
                                                                                March 31,                  March 31,
                                                                                   2002                      2001
                                                                            -------------------      ----------------------
                                                                               (Unaudited)               (Unaudited)

    CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income                                                          $       1,869,081        $         4,976,262
             Adjustments to reconcile net income to net
                cash provided by operating activities:
                   Depreciation and amortization                                     4,009,320                  3,995,376
                   Decrease in accounts receivable                                       3,825                     12,872
                   (Increase) decrease in inventories and fuel reserves            (2,139,022)                    271,583
                   (Increase) decrease in deposits and prepaids                        (1,790)                     79,503
                   Increase in accounts payable, accrued liabilities
                       and accrued interest                                          8,880,327                 14,352,726
                   Decrease in lease payable                                          (86,370)                   (80,677)
                                                                            -------------------     ----------------------
                           Net cash provided by operating activities                12,535,371                 23,607,645
                                                                            -------------------     ----------------------

    CASH FLOWS FROM INVESTING ACTIVITIES:
            Purchase of property, plant & equipment                                   (43,700)                  (204,712)
            Increase in investment held by trustee                                (12,498,965)               (23,617,859)
                                                                            -------------------     ----------------------
                           Net cash used in investing activities                  (12,542,665)               (23,822,571)
                                                                            -------------------     ----------------------


    CHANGE IN CASH AND CASH EQUIVALENTS                                                (7,294)                  (214,926)
    CASH and CASH EQUIVALENTS, beginning of year                                       331,956                    821,955
                                                                            -------------------     ----------------------

    CASH and CASH EQUIVALENTS, end of period                                 $         324,662      $             607,029
                                                                            ===================     ======================

                             The accompanying notes are an integral part of these consolidated statements.
4
Indiantown Cogeneration, L.P. and Subsidiary
                 Notes to Consolidated Financial Statements
                            As of March 31, 2002
                                   (Unaudited)1.   ORGANIZATION AND BUSINESS:

         

     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 Caulkins  Indiantown  Citrus Co.  ("Caulkins")  for its plant
located near the Facility. In September 2001, Caulkins sold its processing plant
to Louis Dreyfus Citrus, Inc. ("LDC").

         

     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. On April 29, 2002, Cogentrix and Aquila, Inc. (Aquila) entered
into a definitive agreement for Aquila (through certain subsidiaries) to acquire
all of the  outstanding  common  stock of  Cogentrix  (the  Aquila  Merger
Agreement). Aquila (formerly UtiliCorp United) is a publicly-owned company
engaged in  international  energy  and risk  management  activities.  The Aquila
Merger  Agreement  provides for a purchase price payable to the  shareholders of
Cogentrix expected to be approximately $415 million. On the same date, Cogentrix
and certain of its  wholly-owned  subsidiaries  entered  into an asset  purchase
agreement with General Electric Capital  Corporation  (GECC).  Under
this  agreement,  GECC will acquire 1,024 net  megawatts of Qualifying  Facility
generating  facility  assets  (including   Cogentrixs   interests  in  the
Partnership) from Cogentrix  immediately  prior to Aquilas  acquisition of
the  outstanding  common  stock of Cogentrix  in order for these  facilities  to
maintain their  Qualifying  Facility status under the Public Utility  Regulatory
Policy Act (the GECC Purchase Agreement).
5
The  acquisition  of the  outstanding  common  stock of Cogentrix by Aquila
under the Aquila Merger  Agreement is conditioned upon completion of the sale of
the generating assets to GECC pursuant to the GECC Purchase  Agreement.  Closing
of both  transactions  is also  conditioned  on  obtaining  certain  consent and
approvals. There can be no assurance that these conditions will be satisfied and
that the sale of the generating  assets to GECC and the sale of the common stock
to Aquila will be completed.

         
     The net profits and losses of the  Partnership  are currently  allocated to
Toyan,  Palm,  IPILP, and Thaleia  (collectively,  the "Partners")  based on the
following ownership percentages:Toyan          30.05%
                        Palm           10%*
                        IPILP          19.95%
                        Thaleia        40%*

*Now beneficially owned by Cogentrix.
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 21, 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 by NEG, Inc., an
indirect wholly owned subsidiary of PG&E Corporation.

         

     In December 2000, and in January and February  2001,  PG&E  Corporation
and NEG completed a corporate restructuring that involved the use or creation of
limited  liability  companies  ("LLCs") as intermediate  owners between a parent
company  and its  subsidiaries.  One of these LLCs is PG&E  National  Energy
Group,  LLC,  which owns 100% of the stock of NEG. After the  restructuring  was
completed,  two  independent  rating  agencies,  Standard and Poor's and Moody's
Investor  Services issued  investment  grade ratings for NEG and reaffirmed such
ratings for certain NEG subsidiaries. On April 6, 2001, Pacific Gas and Electric
Company (the "Utility"),  another  subsidiary of PG&E  Corporation,  filed a
voluntary  petition  for relief under the  provisions  of Chapter 11 of the U.S.
Bankruptcy Code. Pursuant to Chapter 11 of the U.S. Bankruptcy Code, the Utility
retains  control of its assets and is  authorized  to operate its  business as a
debtor-in-possession  while being subject to the  jurisdiction of the Bankruptcy
Court. On September 20, 2001, the Utility and PG&E Corporation jointly filed
a plan of reorganization  that entails separating the Utility into four distinct
businesses.  The plan of  reorganization  does not directly affect NEG or any of
its  subsidiaries.  Subsequent to the bankruptcy  filing,  the investment  grade
ratings  of NEG and its rated  subsidiaries  were  reaffirmed  on April 6 and 9,
2001.  NEG's   management   believes  that  NEG  and  its  direct  and  indirect
subsidiaries, including the Partnership, would not be substantively consolidated
with PG&E  Corporation in any insolvency or bankruptcy  proceeding involving
PG&E Corporation or the Utility.
6
2.   FINANCIAL STATEMENTS:

         

     The  consolidated  balance sheet as of March 31, 2002, and the consolidated
statements  of  operations  and cash flows for the three  months ended March 31,
2002 and 2001,  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, 2002,
and the results of  operations  and cash flows for the three  months ended March
31, 2002 and 2001.

         

     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, 2001.Investments Held by Trustee

         

     The  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 $3,000,000 is also held
in long-term assets in the accompanying balance sheets.Property, Plant and Equipment

         

     Property, 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
Derivative Financial Instruments

         

     The Partnership adopted SFAS No. 133 "Accounting for Derivative Instruments
and Hedging Activities"("SFAS No. 133"), 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, a component of partners' capital,  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.  Since these activities  qualify as
normal purchase and sale activities,  the Partnership has not recorded the value
of the related contracts on its balance sheet, as permitted under the standards.

         

     In  December  2001,  the FASB  approved  an  interpretation  issued  by the
Derivatives  Implementation  Group ("DIG") that changes the definition of normal
purchases  and sales for certain  power  contracts.  Based on the  Partnership's
current analysis, the power contract with FPL is a derivative,  but qualifies as
a normal purchase and sales  exemption,  thus is exempt from the requirements of
SFAS No. 133 and is not reflected on the balance  sheet at fair value.  The FASB
has also approved another DIG interpretation that disallows normal purchases and
sales  treatment  for  commodity  contracts  (other than power  contracts)  that
contain  volumetric  variability  or  optionality.  Based  on the  Partnership's
current  analysis,  the commodity  contracts held by the  Partnership are exempt
from the requirements of SFAS No. 133.New Accounting Pronouncements

         

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment or Disposal of  Long-Lived  Assets"  ("SFAS No.  144").  SFAS No. 144
supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of", but retains its fundamental provisions
for  recognizing  and measuring  impairment of long-lived  assets to be held and
used. This Statement also requires that all long-lived  assets to be disposed of
by sale are carried at the lower of  carrying  amount or fair value less cost to
sell, and that depreciation should cease to be recorded on such assets. SFAS No.
144 standardizes the accounting and presentation requirements for all long-lived
assets to be disposed of by sale, superceding previous guidance for discontinued
operations  of business  segments.  This  standard is effective for fiscal years
beginning after December 15, 2001. This standard was adopted on January 1, 2002,
and  did  not  have  an  impact  on  the  Partnership's  consolidated  financial
statements.

         

     The FASB issued SFAS No. 143,  entitled,  "Accounting for Asset  Retirement
Obligations".  This standard is effective for fiscal years  beginning after June
15, 2002, and provides accounting  requirements for asset retirement obligations
associated  with  tangible  long-lived  assets.  Under the  standard,  the asset
retirement  obligation  is  recorded  at fair value in the period in which it is
incurred by increasing the carrying amount of the related  long-lived asset. The
liability  is accreted to its present  value in each  subsequent  period and the
capitalized cost is depreciated over the useful life of the related assets.  The
Partnership has not yet determined the effects of this standard on its financial
reporting.
8
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, 2002 and  December  31,
2001,  estimated  present  value of this  deposit  was  $174,977  and  $171,737,
respectively.  The remaining  balance has been included in property  plant,  and
equipment as part of total construction expenses.Item 2        
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         
         
CONDITION AND RESULTS OF OPERATIONS


         

     The  following   discussion   should  be  read  in  conjunction   with  the
Consolidated  Financial  Statements  of the  Partnership  and the notes  thereto
included elsewhere in this report.Cautionary Statement Regarding Forward-Looking Statements

         

     Certain   statements   included  herein  are   forward-looking   statements
concerning the  Partnership's  operations,  economic  performance  and financial
condition.  Such  statements  are  subject to various  risks and  uncertainties.
Actual results could differ materially from those currently anticipated due to a
number of factors,  including  general  business  and economic  conditions;  the
performance of equipment;  levels of dispatch;  the receipt of certain  capacity
and other fixed payments; and electricity prices.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,  2002,  the  Partnership  had  approximately  $611.4
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,  2002,  the  Partnership  had  total  operating   revenues  of
approximately  $42.3  million,  total  operating  costs of  approximately  $27.0
million,  and  total net  interest  expenses  of  approximately  $13.4  million,
resulting in net income of approximately $1.9 million.

         

     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.
9
The  Partnership  has  obtained  all  material  environmental  permits  and
approvals  required as of March 31, 2002,  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.Results of Operations

         

     For the three months ending March 31, 2002 and 2001, the Facility  achieved
an average Capacity  Billing Factor ("CBF") of 89.87% and 98.60%,  respectively.
The lower CBF in 2002 resulted from decreased  availability  in the fall of 2001
from boiler tube leaks and repairs to the generator.  For the three months ended
March 31, 2002 and 2001, respectively, this resulted in earning monthly capacity
payments  aggregating  $28.4 million and $28.3  million and bonuses  aggregating
$2.8  million  only for the three  months  ended March 31,  2001.  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,  2002,   the  Facility  was   dispatched  by  FPL  and   generated   629,608
megawatt-hours  compared  to 639,457  megawatt-hours  during the same  period in
2001.  The monthly  dispatch rate for the first three months of 2002 ranged from
82% to 93%, as compared to a range of 89% to 90% for the corresponding period in
2001.

         

     Net income for the three  months ended March 31,  2002,  was  approximately
$1.9 million  compared to the net income of  approximately  $5.0 million for the
corresponding  period in the prior year. The $3.1 million  decrease is primarily
attributable to not receiving monthly capacity bonus payments in 2002 due to the
lower CBF resulting from decreased  availability in the fall of 2001 from boiler
tube leaks and repairs to the generator.  Additionally, there was an increase in
net  energy  costs of $1.2  million  primarily  due to  higher  cost of coal and
reduced energy revenue from FPL resulting from the decrease in the index used to
adjust  quarterly  the mine coal  component of the unit energy cost.  Offsetting
these  variances  is a decrease  in  general  and  administrative  costs of $0.6
million,  a  decrease  in net  non-operating  expenses  of $0.2  million,  and a
decrease in operating and maintenance costs of $0.1 million.Electric Energy RevenuesFor the three months ended
                                           March 31, 2002       March 31, 2001
                                           --------------       --------------

Revenues                                   $ 42.3 million       $ 46.5 million
KWhs                                          629,608,000          639,457,000
Average Capacity Billing Factor                    89.87%               98.60%
Average Dispatch Rate                              88.33%               89.71%

For the three  months  ended  March 31,  2002,  the  Partnership  had total
operating  revenues of approximately  $42.3 million as compared to $46.5 million
for the  corresponding  period in the prior year.  The $4.2 million  decrease in
operating  revenue is primarily  due to lower energy  revenue  resulting  from a
decrease in the index used to adjust the unit energy cost per megawatt hour paid
by FPL and from decreased capacity bonus payments due to the lower CBF resulting
from decreased availability from boiler tube leaks and repairs to the generator.
10
Costs  of  revenues  for the  three  months  ended  March  31,  2002,  were
approximately  $24.6  million  on sales of  629,608  MWhs as  compared  to $24.9
million on sales of 639,457 MWhs for the corresponding period in the prior year.
This  decrease is primarily a result of lower fuel and ash costs of $0.1 million
resulting from lower dispatch and a decrease in operating and maintenance  costs
of $0.2 million.

         

     Total other operating expenses for the nine months ended March 31, 2002 and
2001,  were  approximately  $2.5 million and $3.0  million,  respectively.  This
decrease is primarily a result of legal  expenses in 2001 for the FPL litigation
which were not incurred in 2002.

         

     Net  interest  expense  for the three  months  ended  March 31,  2002,  was
approximately $13.4 million compared to $13.6 million for the same period in the
prior  year.  June 2001 and  December  2001  payments on Series A-9 of the first
mortgage bonds decreased interest expense by approximately  $0.3 million,  which
is offset  against a decrease  in interest  income of $0.1  million due to lower
rates in 2002.Liquidity and Capital Resources

         

     On 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.
11
The  Partnerships  total borrowings from inception  through March 31,
2002 were $769  million.  The equity loan of $139 million was repaid on December
26, 1995. As of March 31, 2002,  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
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
As of March 31, 2002, the  Partnership  has made  semi-annual  installments
totaling  $22,674,031  for the A-9  Series,  which 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,  2002 and  2001,  was  9.202%  and  9.203%,
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, 2002, 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 September  2001,  Credit  Suisse  notified the  Partnership  of its
intention not to extend the term of these agreements, which are due to expire in
the fourth quarter of 2002. The Partnership hopes to obtain a replacement letter
of credit provider before the current letters of credit expire.

         

     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 which a debt service
reserve letter of credit in the amount of approximately  $60 million was issued.
On January 11, 1999, in accordance with the Partnership's  financing  documents,
the debt  service  reserve  letter of credit was  reduced to  approximately  $30
million,  which,  together  with  cash  in the  debt  service  reserve  account,
represents the maximum remaining  semi-annual debt service on the First Mortgage
Bonds and the 1994 Tax Exempt Bonds. BNP Paribas notified the Partnership on May
18, 2001 of its intention not to extend the term of the agreement, which expires
on  November  22,  2005.  Pursuant to the terms of the  Disbursement  Agreement,
available cash flows will begin 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 $29,925,906.
12
In order to  provide  for the  Partnership's  working  capital  needs,  the
Partnership  entered into a Revolving  Credit Agreement with Credit Suisse dated
as  of  November  1,  1994.  In  September  2001,  Credit  Suisse  notified  the
Partnership  of its  intention  not to extend the term of the  agreement,  which
expired  on  November  22,  2001.  The  Partnership  is  actively   engaging  in
discussions with other financial  institutions to obtain another working capital
facility.  The  Partnership  believes  that  it  has  adequate  cash  flow  from
operations  to timely fund all of its working  capital  requirements  even if no
replacement working capital facility is obtained.
PART II
                             OTHER INFORMATION
Item 5   OTHER INFORMATIONCoal Supplier Bankruptcy

         

     Indiantown  Cogeneration,  L.P. (Partnership) has a coal purchase agreement
(the "Coal Purchase  Agreement")  with Lodestar  Energy,  Inc. (LEI) pursuant to
which LEI supplies all of the coal for the facility.

         

     As previously reported,  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."  On October 3, 2001,
LEI filed a motion with the Bankruptcy Court seeking to reject the Coal Purchase
Agreement. The Partnership and LEI agreed to and executed Amendment No. 3 to the
Coal  Purchase  Agreement  effective  October  16, 2001 (the  "Amendment").  The
principal change effected in the Coal Purchase  Agreement by the Amendment is an
increase  from  $26.632  to  $34.00  per ton in the  base  coal  price  for coal
delivered after October 16, 2001, with a 2% additional increase in the base coal
price  effective  October 16, 2002. The agreement also reduced the amount of ash
the  Partnership  is  required  to  provide  to  LEI.  The   transportation  and
administrative  fees the  Partnership is required to pay remain  unchanged,  but
will  continue  to adjust  in  accordance  with the  terms of the Coal  Purchase
Agreement.  The  Amendment  also  includes  market  price  reopener  provisions,
beginning October 16, 2003.

         

     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.
13
Governmental Approvals

         

     The  Partnership  has  obtained  all  material  environmental  permits  and
approvals  required,  as of March  31,  2002,  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.

         

     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 the 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  to  the  Site
Certificate for additional  wells in the Upper  Floridian  Aquifer and to revise
groundwater and surface water monitoring are presently on hold.  Pending further
review and  approval of the well issues with  SFWMD,  these  modifications  will
remain inactive with the DEP.Auxiliary Boiler Malfunction

         

     One of the plant's two  auxiliary  boilers  exploded  the morning of May 7,
2002.  No one was injured.  The main boiler had been shut down since May 4, 2002
for a scheduled two-week maintenance outage. The Partnership does not expect the
repairs will extend the scheduled outage.Item 6   EXHIBITS AND REPORTS ON FORM 8-K

         
         
        a)   Reports on Form 8-K:
         
         
         
         

               None
14
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 15, 2002                            ____________________________
                                               Thomas E. Legro
                                               Vice President and
                                               Principal Accounting Officer


                                               INDIANTOWN COGENERATION FUNDING
                                               CORPORATION
                                               (Co-Registrant)


Date:  May 15, 2002                            _____________________________
                                               John R. Cooper
                                               Senior Vice President and
                                               Chief Financial Officer
15