SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549FORM 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, 2002

                         Commission File Number 33-82034INDIANTOWN 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 September 30, 2002 (Unaudited) and
      December 31, 2001.....................................................1
   Consolidated Statements of Operations for the
      Three Months and Nine Months Ended September 30, 2002 (Unaudited)
      and September   30,   2001 (Unaudited)................................3
   Consolidated Statements of Cash Flows for the Nine Months Ended
       September 30, 2002 (Unaudited) and September 30, 2001 (Unaudited)....4
   Notes to Consolidated Financial Statements (Unaudited) ..................5

Item 2 Management's Discussion and Analysis of Financial
          Condition and Results of Operations..............................11

Item 4 Controls and Procedures.............................................17

PART II OTHER INFORMATION

Item 5 Other Information...................................................18

Item 6 Exhibits and Reports on Form 8K.....................................19

Signatures.................................................................20
PART I

                              FINANCIAL INFORMATION

                  Indiantown Cogeneration, L.P. and Subsidiary
                           Consolidated Balance Sheets
           As of September 30, 2002 and December 31, 2001

                                                                               September 30,              December 31,
                            ASSETS                                                  2002                      2001
---------------------------------------------------------------            -----------------------    ---------------------
                                                                                (Unaudited)
CURRENT ASSETS:
     Cash and cash equivalents                                              $             275,124      $           331,956
     Accounts receivable-trade                                                         11,935,677               14,443,374
     Inventories                                                                        1,637,216                  259,282
    Prepaids                                                                            1,086,093                  981,571
     Deposits                                                                           2,777,561                   44,450
    Investments held by Trustee, including restricted funds
        of $18,608,510 and $2,666,539, respectively
                                                                                       27,494,615                9,572,996
                                                                           -----------------------    ---------------------
               Total current assets                                                    45,206,286               25,633,629
                                                                           -----------------------    ---------------------

INVESTMENTS HELD BY TRUSTEE,
     restricted funds                                                                  15,526,447               15,502,121

DEPOSITS                                                                                  181,642                  171,737

PROPERTY, PLANT & EQUIPMENT:
     Land                                                                               8,582,363                8,582,363
     Electric and steam generating facilities                                         702,212,212              702,175,087
     Less accumulated depreciation                                                  (107,023,181)             (95,613,164)
                                                                           -----------------------    ---------------------
               Net property, plant & equipment                                        603,771,394              615,144,286
                                                                           -----------------------    ---------------------

FUEL RESERVE                                                                            5,180,853                4,059,534

DEFERRED FINANCING COSTS, net of accumulated amortization of
    $46,122,697 and $45,503,768, respectively
                                                                                       14,064,731               14,683,148
                                                                           -----------------------    ---------------------
               Total assets                                                $          683,931,353     $        675,194,455
                                                                           =======================    =====================



 The accompanying notes are an integral part of these consolidated financial statements.
1
Indiantown Cogeneration, L. P. and Subsidiary
                           Consolidated Balance Sheets
               As of September 30, 2002 and December 31, 2001

                                                                     September 30,            December 31, 2001
LIABILITIES AND PARTNERS' CAPITAL                                         2002
--------------------------------------------------------------    ---------------------     ----------------------
                                                                      (Unaudited)
CURRENT LIABILITIES:
     Accrued payables/liabilities                             $              8,483,472    $            11,474,326
     Accrued interest                                                       15,253,936                  2,324,178
     Current portion - First Mortgage Bonds                                 13,013,247                 11,460,407
     Current portion lease payable - railcars                                  376,279                    358,575
                                                                  ---------------------     ----------------------
               Total current liabilities                                    37,126,934                 25,617,486
                                                                  ---------------------     ----------------------

LONG TERM DEBT:
     First Mortgage Bonds                                                  424,824,519                432,107,562
     Tax Exempt Facility Revenue Bonds                                     125,010,000                125,010,000
     Lease payable - railcars                                                3,302,348                  3,584,963
                                                                  ---------------------     ----------------------
               Total long term debt                                        553,136,867                560,702,525


                                                                  ---------------------     ----------------------
               Total liabilities                                           590,263,801                586,320,011
                                                                  ---------------------     ----------------------

PARTNERS' CAPITAL:
    Toyan Enterprises                                                       28,147,102                 26,706,773
    Palm Power Corporation                                                   9,366,755                  8,887,444
    Indiantown Project Investment Partnership                               18,686,675                 17,730,450
    Thaleia                                                                 37,467,020                 35,549,777
                                                                  ---------------------     ----------------------
                                                                  ---------------------     ----------------------
               Total partners' capital                                      93,667,552                 88,874,444
                                                                  ---------------------     ----------------------

               Total liabilities and partners' capital            $        683,931,353       $        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 Operations
 For the Three Months and Nine Months Ended September 30, 2002 and September 30, 2001


                                                         Three Months Ended     Three Months Ended      Nine Months Ended    Nine Months Ended
                                                         September 30, 2002     September 30, 2001      September 30, 2002  September 30, 2001
                                                      ------------------------ ---------------------- --------------------- --------------------
Operating Revenues:                                         (Unaudited)             (Unaudited)         (Unaudited)            (Unaudited)
     Electric capacity and capacity bonus revenue
                                                             $  28,324,596             $31,050,188           $84,982,573          $93,234,527
     Electric energy revenue                                    12,045,461              14,880,333            37,563,310           44,181,448
     Steam revenue                                                  61,388                  41,973               208,189              235,437
                                                       ----------------------- ---------------------- --------------------  --------------------
         Total operating revenues                               40,431,445              45,972,494           122,754,072          137,651,412
                                                       ----------------------- ---------------------- --------------------  --------------------
Cost of Sales:

     Fuel and ash                                              14,160,684             14,866,474            45,411,958           46,623,296
     Operating and maintenance                                  4,466,100              4,918,801            13,783,742           14,383,730
     Depreciation                                               3,803,374              3,798,397            11,410,018           11,383,269
                                                       ----------------------- ---------------------- --------------------  --------------------
         Total cost of sales                                   22,430,158              23,583,672           70,605,718           72,390,295
                                                       ----------------------- ---------------------- --------------------  --------------------

Gross Profit                                                   18,001,287              22,388,822           52,148,354           65,261,117
                                                       ----------------------- ---------------------- --------------------  --------------------

Other Operating Expenses:
     General and administrative                                   713,518                758,755             2,318,789            3,119,801
     Insurance and taxes                                        1,728,067              1,700,636             5,175,537            5,006,646
                                                       ----------------------- ---------------------- --------------------  --------------------
         Total other operating expenses                         2,441,585              2,459,391             7,494,326            8,126,447
                                                       ----------------------- ---------------------- --------------------  --------------------

Operating Income                                               15,559,702              19,929,432            44,654,028           57,134,670

Non-Operating Income (Expenses):
     Interest expense                                        (13,416,695)            (14,233,047)            (40,745,458)       (42,340,721)
     Interest/Other income (expense)                             313,151                 370,830               884,538            1,350,586
                                                       ----------------------- ---------------------- --------------------  --------------------
         Net non-operating expense                          (13,103,544)            (13,862,217)            (39,860,920)       (40,990,135)
                                                       ----------------------- ---------------------- --------------------  --------------------

Net Income                                                    $2,456,158              $6,067,214            $4,793,108          $16,144,535
                                                       ======================= ====================== ====================  ====================

        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 Nine Months Ended September 30, 2002 and 2001

                                                                               Nine Months               Nine Months
                                                                                  Ended                     Ended
                                                                              September 30,             September 30,
                                                                                  2002                      2001
                                                                           --------------------     ----------------------
                                                                               (Unaudited)               (Unaudited)

    CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income                                                         $        4,793,108       $         16,144,535
             Adjustments to reconcile net income to net
                cash provided by operating activities:
                   Depreciation and amortization                                    12,028,947                 12,001,686
                   Loss on disposal of assets                                                -                    609,067
                   Decrease in accounts receivable                                   2,507,697                    266,675
                   Increase in inventories and fuel reserves                       (2,499,253)                  (206,584)
                   Increase in deposits and prepaids                               (2,847,538)                  (417,600)
                Increase in accounts payable, accrued liabilities and
              accrued interest                                                       9,938,904                 15,120,038
                                                                           --------------------     ----------------------
                           Net cash provided by operating activities                23,921,865                 43,517,817
                                                                           --------------------     ----------------------

    CASH FLOWS FROM INVESTING ACTIVITIES:
            Purchase of property, plant & equipment                                   (37,638)                (2,489,075)
            Increase in investment held by trustee                                (17,945,945)               (23,254,304)
                                                                           --------------------     ----------------------
                       Net cash used in investing activities                      (17,983,583)               (25,743,379)
                                                                           --------------------     ----------------------

    CASH FLOWS FROM FINANCING ACTIVITIES:
            Payment of bonds                                                       (5,730,203)                (5,570,448)
            Capital distribution                                                             -               (12,400,000)
            Decrease in lease payable                                                (264,911)                  (246,463)
                                                                           --------------------     ----------------------
                                                                           --------------------     ----------------------
                           Net cash used in financing activities                   (5,995,114)               (18,216,911)
                                                                           --------------------     ----------------------
                                                                           --------------------     ----------------------

    CHANGE IN CASH AND CASH EQUIVALENTS                                               (56,832)                  (442,473)
    CASH and CASH EQUIVALENTS, beginning of year                                       331,956                    821,955
                                                                           --------------------     ----------------------

    CASH and CASH EQUIVALENTS, end of period                             $             275,124    $               379,482
                                                                           ====================     ======================

                        The accompanying notes are an integral part of these consolidated financial statements.
4

Indiantown Cogeneration, L.P. and Subsidiary
                   Notes to Consolidated Financial Statements
                            As of September 30, 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.
5
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.
6
Currently,  NEG is experiencing liquidity problems due to the deterioration
in PG&E  Corporation's  credit  position,  the Utility's  bankruptcy and the
downturn in the energy  industry.  On July 31, 2002 and August 5, 2002,  S&P
and Moody's, respectively,  downgraded NEG's ratings, as previously reported. On
October  8, 2002,  October  16,  2002 and  October  18,  2002,  Moody's  further
downgraded the senior  unsecured debt rating,  issuer rating and syndicated bank
credit  facilities of NEG. Moody's current rating of NEG is "B3". On October 11,
2002,  S&P further  downgraded  certain of NEG's debt facilities.  S&P's
current  rating  of NEG is "B-".  The  result of these  downgrades  has left the
credit ratings of NEG and its debt  instruments  below  investment  grade.  Both
S&P and Moody's credit ratings  assigned to NEG and its affiliates are under
review for possible further  downgrade.  The credit rating agency action has had
no material  impact on the  financial  condition or results of operations of the
Partnership.

         

     On October 8, 2002,  Moody's stated that in conjunction  with the downgrade
of NEG it had placed the Partnership's debt under review for possible downgrade.
On October 15, 2002,  S&P  stated that the recent  downgrade of NEG will not
have an effect on the rating of the Partnership's  debt at this time.  S&P's
rating of the Partnership's  debt is "BBB-". On November 5, 2002, Moody's issued
an opinion  update  changing  the rating  outlook of the  Partnership's  debt to
"under review for possible downgrade" from "negative outlook". Moody's rating of
the Partnership's debt is "Baa3".2. BASIS OF PRESENTATION:

         

     Management believes that the accompanying  unaudited Consolidated Financial
Statements  reflect  all  adjustments  that  are  necessary  to  present  a fair
statement of the consolidated  financial  position and results of operations for
the interim periods.  All material  adjustments are of a normal recurring nature
unless  otherwise  disclosed in this Report on Form 10-Q.  Results of operations
for interim periods are not necessarily indicative of results to be expected for
a full year.

         

     This quarterly report should be read in conjunction with the  Partnership's
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in its 2001 Annual Report on Form 10-K and its other reports filed with
the  Securities  and Exchange  Commission  (SEC) since the 2001 Annual Report on
Form 10-K was filed.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates and assumptions.  These estimates and assumptions  affect the reported
amounts of revenue,  expenses,  assets and  liabilities,  and the  disclosure of
contingencies. Actual results could differ from these estimates.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.
7
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.Derivative Financial Instruments

         

     The Partnership  adopted SFAS No. 133, entitled,  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.
8
Adoption of New Accounting Pronouncements

         

     In  June  2001,   the  FASB  issued  SFAS  No.  141,   entitled,   Business
Combinations.  This  statement  prohibits  the  use of the  pooling-of-interests
method of accounting for business combinations initiated after June 30, 2001 and
applies to all business  combinations  accounted  for under the purchase  method
that are completed after June 30, 2001. This statement was adopted on January 1,
2002,  and did not have an impact on the  Partnership's  consolidated  financial
statements.

         

     Also in June 2001,  the FASB issued SFAS No. 142,  entitled,  Goodwill  and
Other Intangible Assets. This statement eliminates the amortization of goodwill,
and requires goodwill to be reviewed periodically for impairment. This statement
also requires the useful lives of previously  recognized intangible assets to be
reassessed and the remaining  amortization  periods to be adjusted  accordingly.
This statement is effective for fiscal years  beginning after December 15, 2001,
for all goodwill and other  intangible  assets  recognized on the  Partnership's
consolidated  balance  sheets at that date,  regardless  of when the assets were
initially recognized. This statement was adopted on January 1, 2002, and did not
have an impact on the Partnership's consolidated financial statements.

         

     In August 2001, the FASB issued SFAS No. 144, entitled,  Accounting for the
Impairment or Disposal of Long-Lived  Assets.  SFAS No. 144 supercedes  SFAS No.
121,  entitled,  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  statement is effective for fiscal years
beginning  after  December 15, 2001.  This  statement  was adopted on January 1,
2002,  and did not have an impact on the  Partnership's  consolidated  financial
statements.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 September 30, 2002 and December 31,
2001,  estimated  present  value of this  deposit  was  $181,642  and  $171,737,
respectively.  The remaining  balance has been included in property  plant,  and
equipment as part of total construction expenses.
9
In  2002,  deposits  totaling  $2,710,000  were  paid to  General  Electric
International, Inc. for stator bars and long lead time equipment to perform full
repairs to the generator during the 2002 fall scheduled  outage. As of September
30, 2002, an additional  $1,740,000 was committed to be paid by the  Partnership
for the  repairs,  which  started on  September  18, 2002 and were  completed on
November 7, 2002.  The  Facility was returned to service on November 10, 2002 on
schedule and at full rated capacity.4. LETTERS OF CREDIT:

         

     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.  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. The
Partnership has been unable to find an issuer to replace BNP Paribas which meets
the  credit  requirements  under  the  Indenture.  Pursuant  to the terms of the
Disbursement  Agreement,  available cash flows are required to be deposited on a
monthly basis beginning on May 22, 2002 into the Debt Service Reserve Account or
the Tax Exempt  Debt  Service  Reserve  Account,  as the case may be,  until the
required Debt Service  Reserve  Account  Maximum  Balance is achieved,  which is
$29,925,906.  No cash  flows  have  been  available  to make such  deposits  and
therefore no funds have been deposited as of September 30, 2002.

         

     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, 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 current  amount of these  letters of credit is
$13.1 million,  which, if not renewed 30 days prior to expiration,  may be drawn
and will convert into letter of credit loans.  The  Partnership  was notified on
November 1, 2002 by LDC of its intention to draw on the $10.0 million  letter of
credit,  which will be deposited into a security  escrow account on November 14,
2002 and will be  included  in the  long-term  liability  section of the balance
sheet in the fourth quarter.  The principal  amount of this seven year term loan
is payable in fourteen  semi-annual  installments with a prepayment provision of
any outstanding  loan amount before cash would be available for  distribution to
the Partners.
10
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 September 30, 2002, the Partnership had  approximately  $603.8
million of  property,  plant and  equipment  (net of  accumulated  depreciation)
consisting  primarily of purchased  equipment,  construction  related  labor and
materials,  interest  during  construction,  financing  cost,  and  other  costs
directly  associated with the construction of the Facility.  For the nine months
ended  September  30, 2002,  the  Partnership  had total  operating  revenues of
approximately  $122.8  million,  total operating  costs of  approximately  $78.1
million,  and  total net  interest  expenses  of  approximately  $39.9  million,
resulting in net income of approximately $4.8 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.

         

     The  Partnership  has  obtained  all  material  environmental  permits  and
approvals  required as of September 30, 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.
11
Results of Operations

         

     For the nine  months  ending  September  30,  2002 and 2001,  the  Facility
achieved  an average  Capacity  Billing  Factor  ("CBF")  of 89.49% and  96.69%,
respectively.  The CBF measures the overall  availability  of the Facility,  but
gives a  heavier  weighting  to  on-peak  availability.  The  lower  CBF in 2002
resulted from decreased  availability  in the fall of 2001  primarily  caused by
boiler tube leaks and repairs to the  generator,  which required the Facility to
be out of service for eleven days. Repairs to the generator started on September
18, 2002 and were  completed  on November 7, 2002.  The Facility was returned to
service on November  10, 2002 on schedule  and at full rated  capacity.  For the
nine months ended  September 30, 2002 and 2001,  respectively,  this resulted in
earning monthly capacity  payments  aggregating $85.0 million and $84.8 million.
In addition to the monthly  capacity  payments,  the  Partnership is entitled to
capacity  bonus payments if the CBF, at the end of each month,  exceeds  certain
levels.  Since the CBF was below these levels due to the decreased  availability
in the fall of 2001, no bonus has been received in 2002 compared to $8.4 million
in the same period in 2001.

         

     During  the  nine  months  ended  September  30,  2002,  the  Facility  was
dispatched by FPL and generated 1,704,657  megawatt-hours  compared to 1,879,194
megawatt-hours during the same period in 2001. The decrease in 2002 was due to a
scheduled  outage,  which began on September 15, 2002. The monthly dispatch rate
for the first nine months of 2002 ranged from 78% to 97%, as compared to a range
of 78% to 95% for the corresponding period in 2001.

         

     Net income for the nine months ended September 30, 2002, was  approximately
$4.8 million compared to the net income of  approximately  $16.1 million for the
corresponding  period in the prior year. The $11.3 million decrease is primarily
attributable  to not  receiving  monthly  capacity  bonus  payments  in  2002 as
compared  to the receipt of $8.4  million in payments in 2001,  due to the lower
CBF resulting from  decreased  availability  in the fall of 2001.  Additionally,
there was a decrease in net energy  margins of $5.4 million.  The  deterioration
was due in part to  higher  costs  of coal of $3.8  million  under  the  amended
contract for coal supply (see Part II, Item 5, Coal Supplier  Bankruptcy)  and a
decrease in the index used to adjust  quarterly  the mine coal  component of the
unit energy price paid by FPL under the Power Purchase  Agreement  ("PPA").  The
index decrease reduced energy revenue by $2.0 million,  but was partially offset
by reduced net fuel cycle costs of $0.4 million as a result of generating  fewer
mega-watt  hours.  Offsetting  these  variances  is a decrease  in  general  and
administrative  costs of $0.8  million due to reduced  legal costs  incurred,  a
decrease in operating  and  maintenance  costs of $0.6 million and a decrease in
net  non-operating  expenses  of  $1.1  million.  See  below  for  variation  of
non-operating expense variation.

         

     Net income for the three months ended September 30, 2002 was  approximately
$2.5 million  compared to the net income of  approximately  $6.1 million for the
corresponding  period in the prior year. The $3.6 million  decrease is primarily
attributable to not receiving monthly capacity bonus payments of $2.7 million in
2002 and a decrease in net energy  margins of $2.1  million  resulting  from the
higher  cost of coal and lower unit energy  price per  mega-watt  hour.  This is
offset  by lower  operating  and  maintenance  costs of $0.5  million  and lower
non-operating expenses of $0.7 million.
12
Operating Revenues

                                                              For the nine months ended
                                                     September 30, 2002      September 30, 2001

Revenues                                                $  122.8 million      $  137.6 million
KWhs                                                       1,704,657,000         1,879,194,000
Average Capacity Billing Factor                                89.49%               96.69%
Average Dispatch Rate                                          88.56%               89.11%

For the nine months ended  September 30, 2002,  the  Partnership  had total
operating revenues of approximately $122.8 million as compared to $137.6 million
for the  corresponding  period in the prior year. The $14.8 million  decrease in
operating  revenue is primarily due to lower energy  revenue  resulting from the
decrease in the index used to adjust the unit energy  price paid by FPL and from
decreased  capacity bonus payments due to the lower CBF resulting from decreased
availability primarily caused by boiler tube leaks and repairs to the generator.Cost of Sales

         

     Costs  of  sales  for the  nine  months  ended  September  30,  2002,  were
approximately  $70.6  million on sales of  1,704,657  MWhs as  compared to $72.4
million on sales of  1,879,194  MWhs for the  corresponding  period in the prior
year.  The  overall  cost of fuel and ash  decreased  $1.2  million due to lower
dispatch  causing  lower  fuel  consumption;  however,  the cost per ton of coal
increased as a result of the amended  coal  purchase  agreement,  resulting in a
higher cost per mega-watt hour generated. There was also a decrease in operating
and maintenance costs of $0.6 million primarily due to baghouse bag replacements
in 2001.Non-Operating Income (Expense)

         

     Net interest  expense for the nine months  ended  September  30, 2002,  was
approximately $39.9 million compared to $41.0 million for the same period in the
prior year. June 2002 and December 2001 principal  payments of Series A-9 of the
first mortgage bonds decreased  interest expense by approximately  $1.6 million.
This was offset by reduced  interest  income  earned of $0.5  million in 2002 as
compared to the  corresponding  period in 2001 due to lower rates on investments
held by the trustee.Liquidity and Capital Resources

         

     Net  cash  provided  by  operating  activities  for the nine  months  ended
September 30, 2002 was approximately  $23.9 million as compared to $43.5 million
for the  corresponding  period in 2001. The decrease is primarily  driven by the
reduction in net income, a decrease in 2002 in accrued liabilities for a payment
of 2001 property taxes  processed in March 2002, an increase in coal  inventory,
an increase in deposits for generator parts and repairs,  and the effect of coal
invoices paid net ten days after receipt of each shipment in accordance with the
amended coal purchase agreement. Previously, coal invoices were paid twenty days
after  receipt  of each  invoice  for all coal  loaded for  delivery  during the
preceding month.
13
Net cash used in investing  activities for the nine months ended  September
30,  2002 was  approximately  $18.0  million  primarily  due to an  increase  in
investments held by the trustee, partially offset by capital expenditures.  This
compares to an increase in net cash used for investing  activities  for the nine
months ended September 30, 2001 of approximately  $25.7 million primarily driven
by capital expenditures and an increase in investments held by the trustee.

         

     Net cash used in financing  activities for the nine months ended  September
30, 2002 and 2001 was $6.0 million and $18.2  million,  respectively.  A capital
distribution of $12.4 million was made in 2001;  however,  no distributions were
made in 2002.

         

     On October 8, 2002,  Moody's stated that in conjunction  with the downgrade
of NEG it had placed the Partnership's debt under review for possible downgrade.
On October 15, 2002,  S&P  stated that the recent  downgrade of NEG will not
have an effect on the rating of the Partnership's  debt at this time.  S&P's
rating of the Partnership's  debt is "BBB-". On November 5, 2002, Moody's issued
an opinion  update  changing  the rating  outlook of the  Partnership's  debt to
"under review for possible downgrade" from "negative outlook". Moody's rating of
the Partnership's debt is "Baa3". There are no credit rating requirements in the
Partnership's financing agreements.

         

     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.
14
The  proceeds of the 1994 Tax Exempt Bonds were used to refund $113 million
principal  amount of  Industrial  Development  Revenue  Bonds  (Series 1992A and
Series  1992B)  previously  issued by the Martin County  Industrial  Development
Authority  for the  benefit of the  Partnership,  and to fund,  in part,  a debt
service reserve  account for the benefit of the holders of its tax-exempt  bonds
and to complete construction of certain portions of the Facility.

         

     The  Partnership's  total borrowings from inception  through  September 30,
2002 were $769  million.  The equity loan of $139 million was repaid on December
26, 1995. As of September 30, 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 September 30, 2002, the  Partnership has made  semi-annual  principal
installments  totaling  $28,404,234  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 nine  months  ended  September  30,  2002 and 2001,  was 9.202% and  9.197%,
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 September 30, 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 current  amount of these  letters of credit is
$13.1 million,  which, if not renewed 30 days prior to expiration,  may be drawn
and will convert into letter of credit loans.  The  Partnership  was notified on
November 1, 2002 by LDC of its intention to draw on the $10.0 million  letter of
credit,  which will be deposited into a security  escrow account on November 14,
2002.
15
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.  The  Partnership  has been unable to find an issuer to
replace BNP Paribas  which meets the credit  requirements  under the  Indenture.
Pursuant to the terms of the  Disbursement  Agreement,  available cash flows are
required to be deposited on a monthly  basis  beginning on May 22, 2002 into the
Debt Service Reserve Account or the Tax Exempt Debt Service Reserve Account,  as
the case may be, until the required Debt Service Reserve Account Maximum Balance
is achieved,  which is  $29,925,906.  No cash flows have been  available to make
such  deposits and  therefore no funds have been  deposited as of September  30,
2002.

         

     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 believes that it has adequate cash
flow  from  operations  to  timely  fund  all of its  working  capital,  capital
expenditures and major maintenance requirements.

         

     See  Report  on Form 10-K  dated  December  31,  2001 for  qualitative  and
quantitative disclosures about market risk regarding the fair value of debt.Accounting Principles Issued But Not Yet Adopted

         

     In August 2001, the Financial  Accounting  Standards  Board ("FASB") issued
Statement  of  Financial  Accounting  Statements  ("SFAS")  No.  143,  entitled,
Accounting  for Asset  Retirement  Obligations.  This statement is effective for
fiscal years  beginning  after June 15, 2002.  SFAS No. 143 provides  accounting
requirements  for  obligations   associated  with  the  retirement  of  tangible
long-lived  assets  and  the  associated  asset  retirement  costs.   Under  the
statement,  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 asset. The Partnership is currently evaluating the impact of SFAS
No. 143 on its consolidated financial statements.
16
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections." This statement  eliminates the current  requirement that gains and
losses on debt  extinguishment  must be classified as extraordinary items in the
income  statement.  Instead,  such  gains  and  losses  will  be  classified  as
extraordinary  items only if they are deemed to be unusual  and  infrequent,  in
accordance with the current GAAP criteria for extraordinary  classification.  In
addition,  SFAS 145 eliminates an inconsistency in lease accounting by requiring
that  modifications  of  capital  leases  that  result  in  reclassification  as
operating  leases be accounted for  consistent  with  sale-leaseback  accounting
rules.  The  statement  also contains  other 46  nonsubstantive  corrections  to
authoritative accounting literature.  The changes related to debt extinguishment
will be effective for fiscal years beginning after May 15, 2002, and the changes
related to lease accounting will be effective for  transactions  occurring after
May 15,  2002.  The  Partnership  does not expect  that  implementation  of this
statement  will  have  a  significant  impact  on  its  consolidated   financial
statements.

         

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities,"  which  addresses  accounting for
restructuring  and similar costs.  SFAS No. 146 supersedes  previous  accounting
guidance,  principally  Emerging Issues Task Force ("EITF") Issue No. 94-3. This
statement  is to  be  applied  prospectively  to  exit  or  disposal  activities
initiated  after December 31, 2002. SFAS No. 146 requires that the liability for
costs  associated  with an exit or  disposal  activity  be  recognized  when the
liability  is incurred.  Under EITF No.  94-3, a liability  for an exit cost was
recognized at the date of a company's  commitment to an exit plan.  SFAS No. 146
also establishes that the liability should initially be measured and recorded at
fair  value.  The  Partnership  does  not  expect  that  implementation  of this
statement  will  have  a  significant  impact  on  its  consolidated   financial
statements.Item 4   CONTROLS AND PROCEDURESEvaluation of Disclosure Controls and Procedures

         

     Based  on an  evaluation  of  the  Partnership's  disclosure  controls  and
procedures conducted on October 21, 2002, the Partnership's  principal executive
officer and principal  financial  officer have  concluded that such controls and
procedures  effectively ensure that information  required to be disclosed by the
Partnership in reports the Partnership files or submits under the Securities and
Exchange Act of 1934 is recorded,  processed,  summarized,  and reported, within
the time periods specified in the SEC's rules and forms.Changes in Internal Controls

     There were no significant  changes in internal controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation.
17
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.Governmental Approvals

         

     The  Partnership  has  obtained  all  material  environmental  permits  and
approvals  required,  as of September 30, 2002, in order to continue  commercial
operation of the Facility. Certain of these permits and approvals are subject to
periodic renewal. On October 9, 2002 the Partnership received an order modifying
Conditions  of  Certification  from  the  Florida  Department  of  Environmental
Protection  ("FDEP"),  as initially requested by the Partnership on November 10,
2000.  That  request to the FDEP  included  changes to surface  and  groundwater
withdrawals,  elimination  of a  condition  requiring  ambient  air  monitoring,
modifications  to conform the conditions to the facility's  final  Prevention of
Significant  Deterioration ("PSD") and Title V permits,  modification of current
regulatory  references and Best Management  Practice Plans.  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.
18
Item 6 EXHIBITS AND REPORTS ON FORM 8-K

        a) Reports on Form 8-K:

               None


        b) Exhibits:

Exhibit
 No.                        Description
-------                     -----------

99.1           Certification  of P.  Chrisman  Iribe,  President  of  Indiantown
               Cogeneration,    L.P.   and   Indiantown   Cogeneration   Funding
               Corporation, pursuant to 18 U.S.C. Section 1350.

99.2           Certification of Thomas E. Legro, Vice President,  Controller and
               Principal  Accounting Officer of Indiantown  Cogeneration,  L.P.,
               pursuant to 18 U.S.C. Section 1350.

99.3           Certification of John R. Cooper, Vice President, Treasurer, Chief
               Financial Officer and Principal  Accounting Officer of Indiantown
               Cogeneration Funding  Corporation,  pursuant to 18 U.S.C. Section
               1350.
19
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, 2002              /s/ Thomas E. Legro
                                      -------------------------------
                                      Thomas E. Legro
                                      Vice President, Controller and Principal
                                      Accounting Officer


                                      INDIANTOWN COGENERATION FUNDING
                                      CORPORATION
                                      (Co-Registrant)


Date:  November 14, 2002               /s/ John R. Cooper
                                      -------------------------------
                                       John R. Cooper
                                       Vice President, Treasurer, Chief Financial
                                       Officer and Principal Accounting Officer
20
I, P. Chrisman Iribe, certify that:

1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  Indiantown
     Cogeneration, L.P.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrants  other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange  Act Rules 13a-14 and 15d-14) for the  registrant  and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated  the  effectiveness  of  the  registrants   disclosure
          controls  and  procedures  within 90 days prior to the filing  date of
          this  quarterly   report  (the   Evaluation   Date);   and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrants other certifying officers and I have disclosed, based
     on our most recent evaluation,  to the  registrants  auditors and the
     audit  committee  of  registrants  board  of  directors  (or  persons
     performing the equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the registrants  auditors any material weaknesses
          in internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrants  other  certifying  officers and I have indicated in
     this  quarterly  report  whether or not there were  significant  changes in
     internal  controls  or in other  factors  that could  significantly  affect
     internal  controls  subsequent  to the date of our most recent  evaluation,
     including any corrective  actions with regard to  significant  deficiencies
     and material weaknesses.

Date: November 14, 2002



                                                 /s/ P. CHRISMAN IRIBE
                                                 -----------------------------
                                                 P. Chrisman Iribe
                                                 President
                                                 Indiantown Cogeneration, L.P.
I, Thomas E. Legro, certify that:

1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  Indiantown
     Cogeneration, L.P.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrants  other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange  Act Rules 13a-14 and 15d-14) for the  registrant  and we have:


     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated  the  effectiveness  of  the  registrants   disclosure
          controls  and  procedures  within 90 days prior to the filing  date of
          this  quarterly   report  (the   Evaluation   Date);   and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrants other certifying officers and I have disclosed, based
     on our most recent evaluation,  to the  registrants  auditors and the
     audit  committee  of  registrants  board  of  directors  (or  persons
     performing the equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the registrants  auditors any material weaknesses
          in internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrants  other  certifying  officers and I have indicated in
     this  quarterly  report  whether or not there were  significant  changes in
     internal  controls  or in other  factors  that could  significantly  affect
     internal  controls  subsequent  to the date of our most recent  evaluation,
     including any corrective  actions with regard to  significant  deficiencies
     and material weaknesses.

Date: November 14, 2002



                                        /s/ THOMAS E. LEGRO
                                        ---------------------------------
                                        Thomas E. Legro
                                        Vice President, Controller and Principal
                                        Accounting Officer
                                        Indiantown Cogeneration, L.P.
I, P. Chrisman Iribe, certify that:

1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  Indiantown
     Cogeneration Funding Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrants  other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange  Act Rules 13a-14 and 15d-14) for the  registrant  and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated  the  effectiveness  of  the  registrants   disclosure
          controls  and  procedures  within 90 days prior to the filing  date of
          this  quarterly   report  (the   Evaluation   Date);   and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrants other certifying officers and I have disclosed, based
     on our most recent evaluation,  to the  registrants  auditors and the
     audit  committee  of  registrants  board  of  directors  (or  persons
     performing the equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the registrants  auditors any material weaknesses
          in internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

     6.   The  registrants  other certifying officers and I have indicated
          in this quarterly report whether or not there were significant changes
          in internal  controls  or in other  factors  that could  significantly
          affect  internal  controls  subsequent  to the date of our most recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date: November 14, 2002


                                    /s/ P. CHRISMAN IRIBE
                                    -------------------------------
                                    P. Chrisman Iribe
                                    President
                                    Indiantown Cogeneration Funding Corporation
I, John R. Cooper, certify that:

1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  Indiantown
     Cogeneration Funding Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrants  other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange  Act Rules 13a-14 and 15d-14) for the  registrant  and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated  the  effectiveness  of  the  registrants   disclosure
          controls  and  procedures  within 90 days prior to the filing  date of
          this  quarterly   report  (the   Evaluation   Date);   and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrants other certifying officers and I have disclosed, based
     on our most recent evaluation,  to the  registrants  auditors and the
     audit  committee  of  registrants  board  of  directors  (or  persons
     performing the equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the registrants  auditors any material weaknesses
          in internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

     6.   The  registrants  other certifying officers and I have indicated
          in this quarterly report whether or not there were significant changes
          in internal  controls  or in other  factors  that could  significantly
          affect  internal  controls  subsequent  to the date of our most recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date: November 14, 2002



                                  /s/ JOHN R. COOPER
                                  ----------------------------------
                                  John R. Cooper
                                  Vice President, Treasurer, Chief Financial Officer
                                  and Principal Accounting Officer
                                  Indiantown Cogeneration Funding Corporation