SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended September 30, 1996

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)-718-6800 (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 December
	31,         1995         and         September         30,         1996
	(Unaudited)...........................................................1
	Consolidated Statements of  Operations  for  the  Three and Nine Months
	Ended                September                 30,                 1996
	(Unaudited)...........................................................3
	Consolidated  Statements  of  Cash  Flows  for  the  Nine  Months Ended
	September   30,    1996    (Unaudited)    and    September   30,   1995
	(Unaudited)...........................................................4
	Notes    to    Consolidated    Financial     Statements     (Unaudited)
	......................................................................5   
	Item  2	Management's Discussion  and  Analysis  of   Financial   
	Condition  and  Results  of	Operations................................8

PART II	OTHER INFORMATION	

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

Item 5	Other Information................................................13

Item 6 Exhibits and Reports on Form 8-K..................................14
	
Signatures...............................................................17






PART I FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Indiantown  Cogeneration,  L.P.  Consolidated Balance Sheets As of December
31, 1995 and September 30, 1996

<S>					   			 	<C>					   <C>
ASSETS						September 30, 1996		December 31,1995 
					   			(Unaudited)

CURRENT ASSETS:

Cash and cash equivalents		$    445,354		 $2,666,296
Accounts receivable-trade		  15,244,423		  6,806,299
Inventories							 298,351			127,115
Prepaids							 107,485		  1,844,328
Deposits							 193,357			193,357
Investments held by Trustee, 
including restricted funds of 
$21,205,606 and $958,530, 
respectively					  73,905,477		 59,251,661
	Total current assets		  90,194,447		 70,889,056

INVESTMENTS HELD BY TRUSTEE,
     restricted funds			  12,501,000		 12,501,000

DEPOSITS							  60,000			 60,000

PROPERTY, PLANT & EQUIPMENT:
Land							   8,579,399		  8,579,399
Electric and steam generating 
facilities						 692,187,656		683,536,498
Less accumulated depreciation	 (15,694,555)		   (527,742)
	Net property, plant & 
	equipment					 685,072,500		691,588,155

FUEL RESERVE					   3,522,374		  4,662,617

DEFERRED FINANCING COSTS, 
net of accumulated amortization 
of $40,796,313 and $40,436,799, 
respectively					  19,390,997		  19,750,511

	Total assets				$810,741,318		$799,451,339
<FN>
The accompanying notes are an integral part of these consolidated 
balance sheets.
</TABLE>
<TABLE>
<CAPTION>
Indiantown Cogeneration, L. P.
Consolidated Balance Sheets
As of December 31, 1995 and September 30, 1996

<S>											<C>					<C>
LIABILITIES AND PARTNERS' CAPITAL	 September 30, 1996	  December 31, 1995
									   (Unaudited)
CURRENT LIABILITIES:
Accounts payable					    $6,702,671			 $5,885,114
Accrued liabilities						 6,105,695			 14,740,306
Accrued interest						16,679,625			  2,396,324
Current portion - First Mortgage Bonds	 9,248,000			  8,795,000
Current portion lease payable - railcars   244,016				231,158
	Total current liabilities			38,980,007			 32,047,902

LONG TERM DEBT:
First Mortgage Bonds				   491,355,000			496,205,000
Tax Exempt Facility Revenue Bonds	   125,010,000			125,010,000
Lease payable - railcars				 5,201,612			  5,386,265  
	Total long term debt			   621,566,612			626,601,265

	Total liabilities				   660,546,619			658,649,167

PARTNERS' CAPITAL:
Toyan Enterprises						72,093,455			 67,585,042
Palm Power Corporation					18,023,364			 16,896,261
TIFD III-Y, Inc.						60,077,880			 56,320,869

	Total partners' capital			   150,194,699			140,802,172

	Total liabilities and partners'
		capital						  $810,741,318		   $799,451,339
<FN>
The accompanying notes are an integral part of these consolidated balance 
sheets.
</TABLE>
<TABLE>
<CAPTION>
Indiantown Cogeneration, L.P.
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 1996
										<C>					<C>
									Three Months Ended	 Nine Months Ended 
									September 30, 1996	 September 30, 1996
	<S>									(Unaudited)			(Unaudited)
Operating Revenues:
Electric capacity and 
capacity bonus revenue				    $28,361,077		  $  85,986,128
Electric energy revenue					 14,185,165			 35,677,510
Steam revenue								 25,001				 58,334
	Total operating revenues			 42,571,243			121,721,972

Cost of Sales:
Fuel and ash							 14,647,995			 38,276,231
Operating and maintenance				  3,639,744			 10,305,868
Depreciation							  5,011,635			 14,999,128
	Total cost of sales					 23,299,374			 63,581,227

Gross Profit							 19,271,869			 58,140,745

Other Operating Expenses:
General and administrative				    672,600			  1,982,566
Insurance and taxes						  2,017,771			  5,739,954
	Total other operating expenses		  2,690,371			  7,722,520

Operating Income 						 16,581,498			 50,418,225

Non-Operating Income (Expenses):
Interest expense						(14,688,781)		(44,193,814)
Interest income							  1,001,650			  3,168,116
	Net non-operating expense			(13,687,131)		(41,025,698)

Net Income							   $  2,894,367		  $   9,392,527
<FN>
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
<TABLE>
<CAPTION>
Indiantown Cogeneration, L.P.
Consolidated Statements of Cash Flows
For the Nine Months Ended June 30, 1996 and 1995
											<C>					<C>
										Nine Months			Nine Months
										Ended				Ended
										September 30, 1996	September 30, 1995
										(Unaudited)			(Unaudited)
	<S>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income								$9,392,527			$ --
Adjustments to reconcile net income 
to net cash	provided by operating 
activities:
Depreciation and amortization			15,166,813			  --
(Increase) Decrease in accounts 
receivable								(8,438,124)			  --
(Increase) Decrease in property, 
plant & equipment						(8,291,643)			  --
(Increase) Decrease in inventories 
and fuel reserves						   969,007			  --
Decrease in deposits and prepaids		 1,736,843			  --
Increase (Decrease) in accounts 
payable and accrued interest			 6,466,247			  --
Increase (Decrease) in Bonds Payable	(4,397,000)			  --
Increase (Decrease) in lease payable 	  (171,795)			  --
Net cash provided by operating 
activities								12,432,875			  --

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for construction in progress			--		 (95,548,450)
(Increase) Decrease in investment 
held by trustee						   (14,653,817)		  52,256,793
Net cash used in investing activities  (14,653,817)		 (43,291,657)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of debt issuance and 
financing costs						            --		  (7,373,690)
Proceeds from GECC loan					 		--		  	   --
Payment of GECC loan					   		--		  53,700,000
Capital contributions							--			   --
Net cash provided by financing activities		--		  46,326,310

INCREASE (DECREASE) IN CASH				(2,220,942)		   3,034,653

CASH and CASH EQUIVALENTS, 
beginning of year						 2,666,296 		   2,113,081

CASH and CASH EQUIVALENTS, 
end of period							   445,354 		   5,147,734

SUPPLEMENTAL DISCLOSURE OF INVESTING ACTIVITIES:
Change in total construction in progress		--		(106,218,752)
Amortization of deferred financing 
costs during construction						--		     781,616
Increase in property, plant, and equipment		--		       --
(Increase) in accounts and 
interest receivable								--		  (2,780,641)
Increase in inventories and fuel reserve		--			   --
Increase in deposits & prepaids					--			 (44,000)
Increase in accounts payable and 
accrued interest								--		  12,713,327
Increase in lease payable						--		       --
Cash paid for construction in progress		$	--		$(95,548,450)
</TABLE>

      
Indiantown Cogeneration, L.P.

Notes to Consolidated Financial Statements
As of September 30, 1996
      (Unaudited)

1.	ORGANIZATION AND BUSINESS:
	Indiantown Cogeneration, L.P. (the  "Partnership") is a special purpose
Delaware limited partnership  formed  on  October  4,  1991.   The  general
partners  are  Toyan  Enterprises ("Toyan"), a California corporation and a
special purpose indirect  subsidiary  of  PG&E  Enterprises, and Palm Power
Corporation ("Palm"), a Delaware corporation and a special purpose indirect
subsidiary of Bechtel Enterprises, Inc.("Bechtel Enterprises").   The  sole
limited  partner  is  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
discussed in Note 4.  ICL Funding has no separate operations and  has  only
$100 in assets and capitalization.

	The  Partnership  was  formed  to  develop,  construct,  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 was designed to produce
electricity for sale to Florida Power & Light Company ("FPL") and will also
supply steam to Caulkins Indiantown  Citrus  Co. ("Caulkins") for its plant
located near the Facility.

	The Partnership was in the development stage through December 21,  1995
and  commenced  commercial operations on December 22, 1995 (the "Commercial
Operation Date").  The  accompanying  consolidated  statement of operations
for the three and nine months ended September 30, 1996 reflects  operations
through  the  entire  quarter  and  since  the end of the last fiscal year,
respectively.  The Partnership's  continued  existence  is dependent on the
ability of the Partnership to sustain successful operations.  Management of
the Partnership is of the opinion that the assets of  the  Partnership  are
realizable at their current carrying value.

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

Toyan 48%
Palm  12%
TIFD  40%

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  Partners
	contributed, pursuant to an equity commitment agreement,  approximately
	$140,000,000  of equity when commercial operation commenced in December
	1995.

2.  FINANCIAL STATEMENTS:  The  consolidated  balance sheet as of September
	30, 1996, and the consolidated statement of cash  flows  for  the  nine
	months  ended  on  September  30,  1996  and  1995 and the consolidated
	statement of operations for the  three  and nine months ended September
	30, 1996, 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  September  30, 1996, results of operations for the
	three months and nine months  ended  September 30, 1996, and cash flows
	for the nine months ended September 30, 1996 and 1995.

	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, 1995.

Investments Held by Trustee The  investments held by trustee represent bond
	and equity proceeds held by a bond trustee/disbursement agent  and  are
	carried  at  cost  which  approximates  market.   The  proceeds include
	$12,501,000 of restricted tax-exempt  debt  service reserve required by
	the financing documents.  The  Partnership  also  maintains  restricted
	investments  in  the amount of accrued principal and interest payables.
	Property,  Plant  and  Equipment  Property,  plant  and  equipment  are
	recorded  at  actual  cost.   Substantially  all  property,  plant  and
	equipment  consist  of  the   Facility,   which  is  depreciated  on  a
	straight-line basis over the useful life of the Facility, estimated  to
	be  35  years.   Other  property  and  equipment  are  depreciated on a
	straight-line basis over the estimated economic or service lives of the
	respective  assets  (ranging  from   three   to  ten  years).   Routine
	maintenance and repairs are charged to expense as incurred.

New Accounting Pronouncement

	In  March  1995,  the  Financial  Accounting  Standards  Board   issued
Statement  of  Financial  Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets  and  for  Long-Lived Assets to be Disposed
of" ("SFAS No. 121").   SFAS  No.  121,  which  will  be  adopted  for  the
Partnership's  1996  annual  financial statements, establishes criteria for
recognizing and  measuring  impairment  losses  when  recovery  of recorded
long-lived asset values is uncertain.  Management anticipates that adoption
of this pronouncement will not impact the Partnership's financial condition
or results of operations.


Equity Contribution Agreement Pursuant to an Equity Contribution Agreement,
	dated as of November 1, 1994, between TIFD and NationsBank of  Florida,
	N.A. (succeeded by The Bank of New York Trust Company of Florida, N.A.)
	(the "Trustee"), the Partners contributed approximately $140,000,000 of
	equity  on  December  26,  1995.   Proceeds  were  used  to  repay  the
	$139,000,000   outstanding   under  the  Equity  Loan  Agreement.   The
	remaining $1,000,000 was  deposited  with  the  Trustee  according to a
	disbursement agreement among the Partnership, the Trustee and the other
	lenders  and  is  included  in  investments  held  by  trustee  in  the
	accompanying consolidated balance sheet as of  December  31,  1995  and
	September 30, 1996.

3.   DEPOSITS:   In  1991,  in  accordance  with  a  contract  between  the
	Partnership  and  Martin County, the Partnership provided Martin County
	with  a  security  deposit  in   the   amount  of  $149,357  to  secure
	installation and maintenance of required landscaping  materials.   This
	amount  is  included  in  current assets as of December 31, 1995 and in
	noncurrent assets as of  December  31,  1994.  The landscaping has been
	completed and the Partnership has applied to the County for a return of
	funds in excess of the required deposit as security for the first  year
	maintenance.

	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 December 31, 1995, the estimated present value  of  this  deposit  of
approximately  $60,000  has  been  included in deposits in the accompanying
balance sheets.  The remaining balance has been included in property plant,
and equipment as part of  total  construction  expenses.  4.  FAIR VALUE OF
FINANCIAL INSTRUMENTS The following table presents the carrying amounts and
estimated  fair  values  of  the  Partnership's  financial  instruments  at
September 30, 1996.  Statement of Financial Accounting Standards  No.  107,
"Disclosures  about  Fair Value of Financial Instruments", defines the fair
market  value  of  a  financial  instrument  as  the  amount  at  which the
instrument could be exchanged in  a  current  transaction  between  willing
parties.


								Carrying Amount	  Fair Value
Financial Liabilities
Tax-Exempt Bonds				 $ 125,010,000	  $141,684,705
Taxable Bonds					 $ 500,603,000	  $563,326,062

For  the  Tax Exempt Bonds and First Mortgage Bonds, the fair values of the
	Partnership's bonds payable are based  on  the  stated rates of the Tax
	Exempt Bonds and First Mortgage Bonds and current market interest rates
	to estimate market values for  the  Tax  Exempt  Bonds  and  the  First
	Mortgage Bonds.

	The  carrying  amounts  of the Partnership's cash and cash equivalents,
accounts  receivable,  deposits,  prepaid  expenses,  investments  held  by
trustee,  accounts  payable,  accrued   liabilities  and  accrued  interest
approximate  fair  value  because  of  the  short   maturities   of   these
instruments.


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.

General

	The Partnership is primarily engaged in the completion of construction,
ownership and operation of  a  non-utility  electric  generating  facility.
Since  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
September  30,  1996,  the  Partnership  had  approximately $704 million of
property, plant and equipment  consisting primarily of purchased equipment,
construction-related labor and  materials,  interest  during  construction,
financing  costs  and other costs directly associated with the construction
of the Facility.   For  the  three  months  ended  September  30, 1996, the
Partnership had total operating revenues of  approximately  $42.6  million,
total  operating  costs  of $26 million, and total net interest expenses of
approximately $13.7 million resulting  in  net income of approximately $2.9
million.

	The Partnership has obtained all  material  environmental  permits  and
approvals  required as of September 1996 for the operation of the Facility.
Certain of such permits and approvals are subject to periodic renewal.  The
Partnership filed its application for a Title V air permit on May 24, 1996.
A permit is expected within the next two years.  Certain additional permits
and approvals will be required in the future for the continued operation of
the Facility.  The  Partnership  is  not  presently  aware of any technical
circumstances that would prevent the issuance of such permits and approvals
or the renewal of currently existing permits.

	On September 9, 1994 Costain Group PLC, parent company of Costain Coal,
Inc. ("Costain Coal"), the Facility's primary fuel supplier, announced that
it was proceeding with the sale of its U.S. coal assets.  As of the end  of
the  second  quarter  of 1996, no purchase offers had been accepted, though
Costain Group PLC continued  to  hold  discussions with interested parties.
As of the end of the third quarter of 1996, no sale had been completed.  If
Costain Coal were to  be  sold  to  or  merged  with  another  entity,  any
surviving corporation in a merger of Costain Coal, or any transferee of its
assets,  will  be  required  to assume Costain Coal's obligations under the
Coal Purchase Agreement.   In  light  of  the  terms  of  the Coal Purchase
Agreement compared with similar coal supply  and  ash  disposal  agreements
which  the Partnership believes are currently obtainable in the market, the
Partnership currently does not believe  that  the sale of Costain Coal will
have an adverse effect on the Partnership's ability  to  arrange  for  coal
supply and ash disposal services.

Results of Operations

	Because the Facility entered commercial operation on December 22, 1995,
 no  operating  results  from the third quarter of last year are available.
 For its first ten days of operation ending December 31, 1995, the Facility
 achieved an average Capacity Billing Factor  of 99.86%.  For its first two
 full quarters of commercial operation ending March 31, 1996, and June  30,
 1996,  the  Facility achieved an average Capacity Billing Factor of 95.13%
 and 91.82%, respectively.   For  the  third  quarter  ending September 30,
 1996, the Facility achieved an average Capacity Billing Factor of  92.79%.
 This  resulted in earning full monthly capacity payments aggregating $27.9
 million and bonuses aggregating  $425,885  for  the quarter.  The Capacity
 Billing Factor measures the overall  availability  of  the  Facility,  but
 gives  a  heavier  weighting to on-peak availability.  During the quarter,
 the Facility was dispatched  by  FPL and generated 611,626 megawatt-hours.
 The monthly dispatch rate for the third quarter of 1996 ranged from 85% in
 July to 91% in September.

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  the  First Mortgage Bonds bear an
average interest rate of  9.26%  and  $268.4  million of the First Mortgage
Bonds 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 borrowings through September 1996 were $769  million,
of  which  the  $139  million  equity loan was repaid on December 26, 1995.
Table I illustrates the current  application of borrowings (as of September
1996)  compared  to  estimated  sources  and  uses  of  funds  through  the
Guaranteed Completion Date (January 21, 1996) found  in  the  Partnership's
Registration  Statement  (No.  33-82034)  filed  with  the  Securities  and
Exchange Commission.

TABLE I Sources and Uses of Funds

	The  following  table sets forth the budgeted sources and uses of funds
by the Partnership as of September  30, 1996.  Certain actual uses of funds
through the Substantial Completion Date  shown  below  under  "Uses  as  of
9/30/96"  differ  from  the  budgeted  amounts  shown  under  "Total Funds"
because, among  other  things,  the  budget  was  based  upon a Substantial
Completion Date of  January  21,  1996  (the  Guaranteed  Completion  Date)
instead of the actual Substantial Completion Date of December 22, 1995.  In
addition, certain uses for completion of construction and other costs under
the Construction Contract remain indeterminable.

<TABLE>
<CAPTION>
Estimated Sources and Uses of Funds
(in thousands)
   <S>						<C>				<C>			   	 <C>
SOURCES OF FUNDS		Total Funds	   Uses as of 9/30/96	Remaining Funds
First Mortgage Bonds	  $505,000	      $505,000			$  --
1994 Tax-Exempt Bonds	   125,010		   125,010			   --
Equity Contribution of 
Partners				   140,000		   140,000			   --  
Total sources of funds	  $770,010		  $770,010			$31,429 (1)

Uses of Funds
CAPITAL COSTS
Engineering, Procurement, 
and Construction Costs	  $438,730		  $440,822			$ (2,092)(2)
Electrical, Potable Water 
and Sewer Interconnection	 6,850			 6,318				 532
Property Acquisition Costs	 8,811			 8,579			     232
Steam Host Modification		14,500			14,500				  --
Development Costs and Fees	30,442			30,442				  --
Mobilization and 
Spare Parts					10,618			15,771			   (5,153)(2)
General & Administrative 
Costs and Fees				13,057			10,636				2,421
Taxes						 8,827			 4,756				4,071
Startup Consumables			 3,584			 7,639			   (4,055)(2)
Initial Working Capital		 3,450			 4,916			   (1,466)(2)
Fuel Reserve				 5,000			 5,101				 (101)(2)
Title Insurance				 3,187			 2,751				  436
Other Construction-
Related Costs				 4,223			 2,314				1,909
FPL Delay Damages				--			   508				 (508)(2)
Contractor Performance 
Bonus							--			 8,461 (3)		   (8,461)(2)
Contractor Schedule Bonus		--           6,100			   (6,100)(2)
Total capital cost		   551,279		   569,614			  (18,335)(2) 

FINANCING COSTS
Initial Bank Financing 
Interest and Related 
Expenses					58,441			 50,081				8,360
Termination of Interest 
Rate Hedging Agreements	    (7,046)			 (7,046)			   --
First Mortgage Bonds and 
Tax-Exempt Bonds Interest 
and Related Expenses		84,311			 81,633				2,678
Equity Loan Interest and 
Related Expenses			33,524			 31,798				1,726
Tax-Exempt Bond Debt 
Service Reserve Account		12,501(4)		 12,501(4)			   --
Total financing costs	   181,731			168,967			   12,764
Total uses of funds		  $733,010		   $738,581(5)		  $(5,571)(5)

Owners' Contingency(6)		37,000				 --			   37,000

Totals					  $770,010		   $738,581(5)		  $31,429(5)
<FN>
(1)	Pursuant  to  the  Disbursement  Agreement,  $44.7 million remaining of
construction  funds  at  commercial   operation  were  transferred  into  a
completion account for  the  payment  of  remaining  construction  expenses
(including  contractor  bonuses)  and  $1  million  was  transferred to the
Revenue Account for use in  connection  with the operation of the Facility.
As  of  9/30/96,  $31.4  million  remained  in  the   completion   account.
(2)	Overruns  in  these  categories  have  been funded by cost underruns in
other budget  categories  where  spending  is  considered  complete  or are
anticipated to underrun  allocated  costs.   The  reallocation  of  certain
underruns is reflected in the Owners' Contingency row.  (3)	A final payment
of  $3.9  million  was  made  in September 1996, for Contractor performance
bonuses.  (4)	The Debt Service Reserve  Letter  of Credit is available to
serve as a debt service reserve for the holders of the First Mortgage Bonds
and the Tax-Exempt Bonds.  (5)	The difference between  the  Total  Sources
and  Total  Uses of Funds as of 9/30/96 is reflected in the Remaining Funds
column.  (6)	 The net overrun in  TOTAL  USES OF FUNDS has been paid out
of remaining Owners' Contingency.
</TABLE>


	As of September 30, 1996, the borrowings included all of the  available
$125  million  of  the proceeds of the 1994 Tax Exempt Bonds and all of the
available First Mortgage Bond proceeds.   Series  A-1 of the First Mortgage
Bonds, in the aggregate principal amount of $4,397,000,  matured  and  were
repaid  on  June  15, 1996.  Series A-2 of the First Mortgage Bonds, in the
aggregate principal amount of  $4,398,000,  is  scheduled  to mature and be
repaid on December 15, 1996.  The weighted average interest  rate  paid  by
the  Partnership on its debt for the three months ended September 30, 1996,
was 9.09%.  The comparable rate,  including  the equity loan, was 9.71% for
the same period in 1995.

	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
September  30,  1996, 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.

	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 pursuant to which  a  debt  service  reserve  letter  of
credit  in  the  amount  of  approximately  $60  million  was issued.  Such
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 September 30, 1996, no drawings have been made on the debt
service reserve letter of credit.

	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.  Such 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.  As of September 30,  1996,  no
working  capital  loans have been made to the Partnership under the working
capital loan facility.

	The Partnership believes that  it  has  adequate  sources of capital to
complete final construction of the Facility.


PART II OTHER INFORMATION

Item 1	LEGAL PROCEEDINGS

	The Partnership is not currently aware of  any  pending  or  threatened
litigation  that it anticipates would have a material adverse effect on the
Partnership.  The Partnership has been named as a co-defendant with Bechtel
Power in a suit brought by the  spouse  of an employee of Bechtel Power who
died in an accident which occurred  on  the  Facility's  site.   A  defense
motion  for  summary judgment was denied as to Bechtel Power; no ruling was
made as to the  Partnership.   The  litigation  has been stayed pending the
appeal of this  decision.   Pursuant  to  the  terms  of  the  Construction
Contract,  Bechtel  Power  has notified the Partnership that it has assumed
the defense in  this  case  on  behalf  of  the  Partnership.  Although the
ultimate resolution of this  action  is  not  currently  determinable,  the
Partnership  believes  that  Bechtel  Power  maintains  insurance  coverage
adequate  to cover any resulting liability and that any resulting liability
in excess of such  insurance  coverage  should  not have a material adverse
effect on the Part nership's financial position.

The Partnership's steam host, Caulkins, has been named as a defendant in  a
law  suit  by  various  Florida citrus growers.  The plaintiffs allege that
Caulkins did not pay  the  growers  the  proper  amounts for their crops at
various times from 1989 through  1994  and  are  claiming  $10  million  in
damages.   Caulkins,  without  admitting  the  veracity  of the plaintiffs'
allegations, has settled with citrus growers not involved in the litigation
which represent over 95% of the  fruit processed during the period which is
the subject of the lawsuit and, therefore, over 95% of the damages alleged.
While the Partnership is not and does not anticipate  being  involved  with
this  action, a significant judgment against Caulkins could have an adverse
impact  on  Caulkins'  ability  to   continue  purchasing  steam  from  the
Partnership  and,  therefore,  require  the  Partnership  to  take  certain
actions, under the steam sales agreement with Caulkins  and  otherwise,  to
preserve  the  Facility's  status  as  a qualifying facility.  Caulkins has
informed the Partnership of its  view  that  the magnitude of the remaining
exposure with respect to this  litigation  is  not  material  to  Caulkins'
financial  position.   The  Partnership  does  not, and cannot, express any
opinion as to the  likelihood  or  remoteness  of a decision being rendered
against Caulkins in this case.

Item 5	OTHER INFORMATION

Governmental Approvals

	The Partnership has obtained all  material  environmental  permits  and
approvals  required,  as of September 1996, in order to continue commercial
operation of the Facility.   The  Partnership  timely filed its application
for a Title V air permit on May 24, 1996.  A permit is expected within  the
next  two  years.   Certain  of  such  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.


Energy Prices

	On  October  1,  1996,  FPL  filed  with  the  Florida  Public  Service
 Commission its most recent  projections  for  its 1996-1999 "as available"
 energy costs (in this context, "as available" energy costs reflect  actual
 energy  production  costs  avoided  by  FPL resulting from the purchase of
 energy  from  the   Facility   and   other  Qualifying  Facilities).   The
 projections filed by FPL are lower for certain  periods  than  the  energy
 prices  specified  in  the  Power  Purchase  Agreement for energy actually
 delivered by the Facility.   At  other  times,  the projections exceed the
 energy prices specified in the Power Purchase Agreement.  Should FPL's "as
 available" energy cost projections prove to reflect actual rates, FPL  may
 elect,  pursuant  to its dispatch and control rights over the Facility set
 forth in the Power Purchase Agreement, to run the Facility less frequently
 or at lower loads than if the Facility's energy prices were lower than the
 cost of other energy sources  available to FPL.  Because capacity payments
 under the Power Purchase Agreement are not affected by FPL's  dispatch  of
 the Facility and because capacity payments are expected by the Partnership
 to cover all of the Partnership's fixed costs, including debt service, the
 Partnership  currently  expects  that,  if  the recently filed projections
 prove to reflect actual rates,  such  rates  and the resulting dispatch of
 the Facility will not have a material adverse effect on the  Partnership's
 ability  to  service its debt.  To the extent the Facility is not operated
 by  FPL  during  Caulkins'  processing  season  (November  to  June),  the
 Partnership may elect to run the  Facility  at a minimum load or shut down
 the Facility and run auxiliary boilers to produce steam  for  Caulkins  in
 amounts  required  under  the Partnership's steam agreement with Caulkins.
 Such operations may  result  in  decreased  net  operating income for such
 periods.  The Partnership expects that the decrease, if any, will  not  be
 material.   To  date, the Facility has not been dispatched off-line by FPL
 and the Partnership has not been pe nalized for running at minimum load in
 order to provide steam  to  Caulkins.   Based  upon FPL's projections, the
 Partnership does not expect that, if the recently filed projections  prove
 to  reflect  actual rates, its dispatch rate will change materially during
 the period covered by such projections.


Item 6	EXHIBITS AND REPORTS ON FORM 8-K

	a) Reports on Form 8-K:   The  Partnership  filed  a Form 8-K and press
release on January  3,  1996  announcing  the  commencement  of  commercial
operation.

	b) Exhibits:

Exhibit No.						Description     
3.1				Certificate of Incorporation of Indiantown Cogeneration 
				Funding Corporation.*

3.2				By-laws of Indiantown Cogeneration Funding Corporation.*

3.3				Certificate of Limited Partnership of Indiantown 
				Cogeneration, L.P.*

3.4				Amended  and  Restated  Limited  Partnership  Agreement  of
				Indiantown Cogeneration, L.P., among  Palm  Power  
				Corporation,  Toyan Enterprises and TIFD III-Y Inc.*

3.5				Form  of  First  Amendment  to Amended and Restated Limited
				Partnership	Agreement of Indiantown Cogeneration, L.P.*

4.1				Trust  Indenture,  dated  as  of  November  1,  1994, among
				Indiantown  Cogeneration  Funding  Corporation,  Indiantown
				Cogeneration, L.P., and	NationsBank of Florida, N.A., as 
				Trustee, and First Supplemental  Indenture thereto.**

4.2				Amended and Restated Mortgage, Assignment of Leases, Rents,
				Issues and  Profits  and  Security  Agreement  and  Fixture
				Filing  among  Indiantown	Cogeneration, L.P., as Mortgagor,
				and Bankers Trust Company as Mortgagee,	and NationsBank of 
				Florida, N.A., as Disbursement Agent and, as when and to
				the  extent  set  forth therein, as Mortgagee with respect 
				to the Accounts, dated as of November 1, 1994.**

4.3				Assignment  and  Security  Agreement  between  Indiantown 
				Cogeneration, L.P.,  as  Debtor,  and  Bankers  Trust  
				Company as Secured Party, and NationsBank of Florida, N.A.,
				as Disbursement Agent and, as when, and to the extent set 
				forth  therein,  a  Secured   Party  with  respect  to  the
				Accounts, dated as of November 1, 1994.**

10.1.1			Amended and Restated  Indenture  of  Trust  between  Martin
				County Industrial Development Authority, as Issuer, and  
				NationsBank  of  Florida, N.A., as Trustee, dated as of 
				November 1, 1994.**

10.1.2			Amended  and  Restated  Authority  Loan  Agreement  by  and
				between  Martin County Industrial Development Authority and
				Indiantown Cogeneration, L.P., dated as of November 1, 
				1994.**

10.1.3			Letter  of  Credit  and  Reimbursement  Agreement  among 
				Indiantown Cogeneration, L.P., as Borrower, and the Banks 
				Named  Therein,  and  Credit Suisse, as Agent, dated as of 
				November 1, 1994.**

10.1.4			Disbursement Agreement,  dated  as  of  November  1, 1994, 
				among    Indiantown    Cogeneration,    L.P.,    Indiantown
				Cogeneration Funding Corporation, NationsBank  of  Florida,
				N.A.,  as Tax-Exempt Trustee, NationsBank of Florida, N.A.,
				as Trustee, Credit Suisse, as Letter of Credit Provider,
				Credit  Suisse,   as   Working   Capital  Provider,  Banque
				Nationale de Paris,  as  Debt  Service  Reserve  Letter  of
				Credit  Provider,  Bankers  Trust  Company,  as  Collateral
				Agent,  Martin County Industrial Development Authority, and
				NationsBank of Florida, N.A., as Disbursement Agent.**

10.1.5			Revolving Credit Agreement among  Indiantown Cogeneration, 
				L.P., as Borrower, and the Banks Named Therein, and Credit 
				Suisse, as  Agent,  dated as of November 1, 1994.**

10.1.6			Collateral Agency and Intercreditor Agreement, dated as of 
				November  1,  1994,  among NationsBank of Florida, N.A., as
				Trustee under the Trust	Indenture,  dated as of November 1,
				1994, NationsBank of Florida, N.A., as Tax-Exempt Trustee 
				under the Tax Exempt Indenture, dated as of November  1, 
				1994,  Credit  Suisse,  as  letter  of  Credit  Provider, 
				Credit Suisse, as Working Capital  Provider,  Banque  
				Nationale de  Paris,  as  Debt  Service	Reserve  Letter  of
				Credit  Provider, Indiantown Cogeneration, L.P., Indiantown
				Cogeneration Funding Corporation, Martin County Industrial
				Development  Authority, NationsBank of Florida, N.A., as 
				Disbursement Agent under  the  Disbursement Agreement dated
				as of November 1, 1994, and Bankers Trust Company, as 
				Collateral Agent.**

10.1.7			Amended and Restated Equity Loan Agreement dated as of 
				November 1, 1994, between Indiantown  Cogeneration,  L.P., 
				as the Borrower, and TIFD III-Y Inc., as the Equity Lender.**

10.1.8			Equity   Contribution   Agreement,  dated  as  of  November
				1,  1994,  between  TIFD  III-Y  Inc.  and  NationsBank  of
				Florida, N.A., as Disbursement Agent.**

10.1.9			GE  Capital  Guaranty  Agreement,   dated  as  of  November
				1, 1994, between General Electric Capital Corporation, as 
				Guarantor,   and   NationsBank   of   Florida,   N.A.,   as
				Disbursement Agent.**

10.1.11			Debt Service Reserve Letter  of  Credit and Reimbursement 
				Agreement   among   Indiantown   Cogeneration,   L.P.,   as
				Borrower,  and the Banks Named Therein,  and  Banque 
				Nationale de Paris, as Agent, dated as of November 1, 1994.**

10.2.18			Amendment No. 2 to Coal  Purchase  Agreement, dated as of 
				April 19, 1995.***	

10.2.19			Fourth Amendment to Energy Services Agreement, dated as  of
				January	30, 1996.*****

21				Subsidiaries of Registrant*

27				Financial Data Schedule.  (For electronic filing purposes 
				only.)

99				Copy of Registrants' press release dated January 
				3, 1996.****



*  Incorporated  by reference from the Registrant Statement on Form S-1, as
amended, file no.  33-82034 filed by  the  Registrants with the SEC in July
1994.  
** Incorporated by reference from the quarterly report on Form 10-Q,
file no.  33-82034 filed by the Registrants with the SEC in December  1994.
***  Incorporated by reference from the quarterly report on Form 10-Q, file
no.  33-82034 filed by  the  Registrants  with  the  SEC in May 1995.  
****  Incorporated  by  reference from the current report on Form 8-K, file
no.	33-82034  filed  by  the  Registrants  with the SEC in January 1996.  
***** Incorporated by reference  from  the  quarterly  report on Form 10-Q,
file no. 33-82034 filed by the Registrants with the SEC in May 1996.


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:  November 14, 1996		 /s/  John  Cooper  	 
								John R. Cooper 
								Vice President (Chief Financial Officer)


								INDIANTOWN COGENERATION FUNDING CORPORATION
								(Co-Registrant)


Date:  November 14, 1996		 /s/ John Cooper  	  
								John  R.  Cooper
								Vice President (Chief Financial Officer)




3rd10q96.003