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 June 30, 1997

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
	June 30, 1997 (Unaudited) and December 31,
	1996......................................................1
	Consolidated Statements of Operations for the Six Months Ended
	June 30, 1997 (Unaudited) and June 30, 1996
	(Unaudited)...............................................3
	Consolidated Statements of Cash Flows for the Six Months Ended
	June 30, 1997 (Unaudited) and June 30, 1996
	(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..................................................12

Item 5	Other
Information..................................................12

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 June
30, 1997 and December 31, 1996

  <S>						<C>					<C>
ASSETS			      June 30, 1997		   December 31,	1996 
					   (Unaudited)


CURRENT ASSETS:

Cash and cash 
equivalents		   $    323,314			  		$344,323
Accounts receivable								
-trade				 14,250,668				  14,859,879
Inventories			    568,730				   1,218,356
Prepaids				684,065					 560,368
Deposits				193,357					 193,357
Investments held by 
Trustee, including 
restricted funds of 
$2,758,437 and 
$3,673,116,
respectively		 16,242,502				  19,250,140
Total current 
assets				 32,262,636				  36,426,423

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

DEPOSITS				 65,000					  60,000

PROPERTY, PLANT 
& EQUIPMENT:
Land				  8,579,399				   8,579,399
Electric and steam 
generating 
facilities			695,008,572				 694,051,333
Less accumulated 
depreciation		 27,955,011				  20,416,001
Net property, plant 
& equipment			675,632,960				 682,214,731

FUEL RESERVE		  3,761,779				   3,591,713

DEFERRED FINANCING 
COSTS, net of 
accumulated amortization 
of $41,743,922 and 
$41,311,315, 
respectively		 18,443,389				  18,875,996

Total assets	  $ 742,666,764			    $753,669,863

<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 June 30, 1997 and December 31, 1996

	 <S>						<C>					<C>
LIABILITIES AND 
ARTNERS' CAPITAL		   June 30, 1997		December 31, 1996
						    (Unaudited)
CURRENT LIABILITIES:

Accounts payable	         $4,300,971			  $6,515,052
Accrued liabilities			  4,367,103			   1,987,427
Accrued interest			  2,353,187			   2,368,950
Current portion - First 
Mortgage Bonds				  9,983,000			   9,701,000
Current portion lease 
payable - railcars			    257,591				 248,460
Total current liabilities	 21,261,852			  20,820,889

LONG TERM DEBT:
First Mortgage Bonds		481,372,000			 486,504,000
Tax Exempt Facility 
Revenue Bonds				125,010,000			 125,010,000
Lease payable - railcars	  5,006,685			   5,137,805
Total long term debt		611,388,685			 616,651,805

Total liabilities			632,650,537			 637,472,694

PARTNERS' CAPITAL:
Toyan Enterprises			 52,807,789			  55,774,642
Palm Power Corporation		 13,201,948			  13,943,660
TIFD III-Y, Inc.			 44,006,490			  46,478,867
Total partners' capital		110,016,227			 116,197,169

Total liabilities and 
partners' capital		   $742,666,764			$753,669,863
<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 Six Months Ended June 30, 1997 and June 30, 1996

	<S>						   	<C>					<C>
						Six Months Ended		 Six Months Ended
						 June 30, 1997			  June 30, 1996
Operating Revenues:		 <Unaudited>			  <Unaudited>

Electric capacity and 
capacity bonus revenue	  $60,637,466			  $57,625,051
Electric energy revenue	   15,296,980			   21,492,345
Steam revenue			       66,667				   33,333
Total operating revenues   76,001,113			   79,150,729

Cost of Sales:
Fuel and ash			   17,720,221			   23,628,236
Operating and maintenance	7,721,011				6,666,124
Depreciation			    7,779,838				9,987,493
Total cost of sales		   33,221,070			   40,281,853

Gross Profit			   42,780,043			   38,868,876

Other Operating Expenses:
General and administrative	1,377,988				1,309,966
Insurance and taxes		    3,417,685				3,722,183
Total other operating 
expenses					4,795,673				5,032,149

Operating Income 		   37,984,370			   33,836,727

Non-Operating Income 
(Expenses):
Interest expense		  (29,168,844)			  (29,505,033)
Interest/Other income	    1,281,577				2,166,466
Net non-operating expense (27,887,267)			  (27,338,567)

Net Income				  $10,097,103			  $ 6,498,160

<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 Six Months Ended June 30, 1997 and 1996
	 <S>					<C>						<C>
						  Six Months			 Six Months
							Ended	  				Ended
						June 30, 1997		   June 30, 1996
						 (Unaudited)			(Unaudited)

CASH FLOWS FROM 
OPERATING ACTIVITIES:
Net Income				$10,097,103			   $ 6,498,160
Adjustments to 
reconcile net income 
to net cash provided 
by operating activities:
Depreciation and 
amortization			  7,971,617				10,155,178
Decrease (Increase) 
in accounts receivable	    609,211				(7,503,626)
Decrease in inventories 
and fuel reserves			479,560				   804,578
(Increase)Decrease in 
deposits and prepaids	   (128,697)			 1,341,453
Increase(Decrease) in 
accounts payable and 
accrued interest			 61,572				(8,568,018)
Increase in Major 
Maintenance Reserve			 88,260					    --
(Decrease) in lease 
payable					   (121,989)			  (114,179)
Net cash provided by 
operating activities	 19,056,637			     2,613,546

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, 
plant & equipment		   (957,239)			(3,844,102)
Decrease in investment 
held by trustee			  3,007,638				 3,413,597
Net cash provided by 
(used in) investing 
activities				  2,050,399				  (430,505)

CASH FLOW FROM FINANCING ACTIVITIES:
Capital Distributions	(16,278,047)					--
Decrease in Bonds 
Payable					 (4,850,000)			 (4,397,000)
Net cash used in 
financing activities    (21,128,047)			 (4,397,000)

INCREASE (DECREASE) IN 
CASH AND CASH 
EQUIVALENTS				    (21,009)		     (2,213,959)
CASH and CASH EQUIVALENTS, 
beginning of year		    344,323				  2,666,296
CASH and CASH EQUIVALENTS, 
end of period				323,314				    452,337
<FN>
The accompanying notes are an integral part of these consolidated
statements.
</TABLE>
Indiantown Cogeneration, L.P.

Notes to Consolidated Financial Statements As of June 30, 1997
(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 is managed by U.S. Generating Company ("USGen")
pursuant to a Management Services Agreement (the "MSA").  The
Facility is operated by U.S. Operating Services Company ("USOSC")
pursuant to an Operation and Maintenance Agreement (the "O&M
Agreement").  USGen and USOSC are general partnerships formed
between affiliates of PG&E Enterprises and Bechtel Enterprises.  On
June 26, 1997, PG&E Corporation (parent of PG&E Enterprises) and
Bechtel Enterprises announced that a subsidiary of PG&E Corporation
would acquire Bechtel Enterprises' interests in USGen and USOSC.
This will not affect USGen's obligations under the MSA or USOSC's
obligations under the O&M Agreement.  In addition, Toyan and Palm
agreed that, subject to receipt of all necessary approvals, Toyan
(or another affiliated entity) will purchase 16.67% of Palm's
interest in the Partnership, which represents an approximately 2%
ownership percentage.  Such transfer will be effective 
retroactive to January 1, 1997 upon completion of the transaction.


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


  		Before Transfer   After Transfer
Toyan		 48%			  50%
Palm		 12%			  10%
TIFD		 40%			  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 of the Facility commenced in December 1995.

	The Partnership was in the development stage through December
21, 1995 and commenced commercial operations on December 22, 1995
(the "Commercial Operation Date").  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.


2.  FINANCIAL STATEMENTS:  The consolidated balance sheet as of June
	30, 1997, and the consolidated statements of operations and cash
	flows for the six months ended on June 30, 1997 and 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 June 30, 1997,
	results of operations and cash flows for the six months ended
	June 30, 1997 and 1996.

	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, 1996.

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.  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 an amount equal to 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.

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 balance
	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 to the Partnership and is included in
	investments held by trustee in the accompanying consolidated
	balance sheet as of June 30, 1997 and December 31, 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, 1996.  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, 1996, the estimated present
value of this deposit of approximately $65,000 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 June 30, 1997.
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			$141,600,968
Taxable Bonds			$491,355,000			$568,758,064

	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 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 June 30, 1997, the Partnership had approximately $675.6 million
of property, plant and equipment (net of accumulated depreciation)
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 six months ended June 30, 1997, the Partnership
had total operating revenues of approximately $76 million, total
operating costs of $38 million, and total net interest expenses of
approximately $27.9 million resulting in net income of approximately
$10 million.

	The Partnership has obtained all material environmental permits
 and approvals required as of June 30, 1997 for 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 presently aware of any technical
 circumstances that would prevent the issuance of such permits and
 approvals or the renewal of currently existing permits.  The
 Partnership filed its application for a Title V air permit on May
 24, 1996.  A permit is expected within two years.

Results of Operations

	For the six months ending June 30, 1997 and 1996, the Facility
achieved an average Capacity Billing Factor of 96.59% and 94.28%,
respectively.  This resulted in earning monthly capacity payments
aggregating $55.9 million and $55.8 million, and bonuses aggregating
$4.7 million and $1.9 million for the six months ended June 30, 1997
and 1996, respectively.  The Capacity Billing Factor measures the
overall availability of the Facility, but gives a heavier weighting
to on-peak availability.  During the six months ended June 30, 1997,
the Facility was dispatched by FPL and generated 649,999
megawatt-hours compared with 895,813 megawatt-hours during the same
period in 1996.  The 245,814 megawatt-hour decrease was primarily
due to lower dispatch levels by FPL primarily driven by mild
weather.  The monthly dispatch rate for the first half of 1997
ranged from 44% to 72%, as compared to a range of 64% to 83% for the
corresponding period in 1996.  The difference is primarily
attributable to lower dispatch levels by FPL .

	Net income for the six months ended June 30, 1997, was
approximately $10 million compared to the net income of
approximately $6.5 million for the corresponding period in the prior
year.  The $3.5 million increase is primarily attributable to a $4.1
million increase in operating income (described below) offset by a
net interest income decrease of $550,000.

Electric Revenues (dollars and KWh's in millions)

							For the six months ended
						June 30, 1997		June 30, 1996

Dollars						 76				  79.1
KWhs					    650				  896
Average Capacity 
Billing Factor		  	   96.59%			  94.28%
Average Dispatch Rate	    57%				  74%

	For the six months ended June 30, 1997, the Partnership had
total operating revenues of approximately $76 million as compared to
$79.1 million for the corresponding period in the prior year.  The
$3.1 million decrease in operating revenue is primarily due to a
$6.2 million decrease in electric revenue resulting from lower
dispatch by FPL and is offset by a $3 million increase in electric
capacity and bonus revenue resulting from higher availability levels
during the six months ended June 30, 1997.

	Costs of revenues for the six months ended June 30, 1997, were
approximately $33.2 million on sales of 649,999 MWhs as compared to
$40.3 million on sales of 895,813 MWhs for the corresponding period
in the prior year.  This decrease is largely attributable to a $5.9
million decrease in fuel and ash disposal costs resulting from lower
dispatch by FPL.

	Total other operating expenses for the six months ended June 30,
1997, were approximately $4.8 million, which is comparable to the
$5.0 million of total other operating expenses for the corresponding
period in the prior year.

	Net interest expense for the six months ended June 30, 1997, was
approximately $27.3 million which is comparable to the $27.9 million
of net interest expense for the same period in the prior year.


Liquidity and Capital Resources

	On November 22, 1994 the Partnership and ICL Funding issued
first mortgage bonds in an aggregate principal amount of $505
million (the "First Mortgage Bonds"), $236.6 million of which bear
an average interest rate of 9.26% and $268.4 million of which bear
an interest rate of 9.77%.  Concurrently with the Partnership's
issuance of its First Mortgage Bonds, the Martin County Industrial
Development Authority issued $113 million of Industrial Development
Refunding Revenue Bonds (Series 1994A) which bear an interest rate
of 7.875% (the "1994A Tax Exempt Bonds").  A second series of tax
exempt bonds (Series 1994B) in the approximate amount of $12
million, which bear an interest rate of 8.05%, were issued by the
Martin County Industrial Development Authority on December 20, 1994
(the "1994B Tax Exempt Bonds" and, together with the 1994A Tax
Exempt Bonds, the "1994 Tax Exempt Bonds").  The First Mortgage
Bonds and the 1994 Tax Exempt Bonds are hereinafter collectively
referred to as the "Bonds."

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

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

	The Partnership's total borrowings from inception through June
1997 were $769 million.  The equity loan of $139 million was repaid
on December 26, 1995.  As of June 30, 1997, the borrowings included
$125 million from 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, matured and
were repaid on December 15, 1996.  Series A-3 of the First Mortgage
Bonds, in the aggregate principal amount of $4,850,000, matured and
were repaid on June 15, 1997.  The weighted average interest rate
paid by the Partnership on its debt for the six months ended June
30, 1997 and 1996, was 9.18%.

	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 June 30, 1997, 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 June 30, 1997, 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 June 30, 1997, no
working capital loans have been made to the Partnership under the
working capital loan 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.


Item 5	OTHER INFORMATION


Governmental Approvals

	The Partnership has obtained all material environmental permits
and approvals required, as of June 30, 1997, in order to continue
commercial operation of the Facility.  Certain of these permits and
approvals are subject to periodic renewal.  Certain additional
permits and approvals will be required in the future for the
continued operation of the Facility.  The Partnership is not aware
of any technical circumstances that would prevent the issuance of
such permits and approvals or the renewal of currently issued
permits.  The Partnership timely filed its application for a Title V
air permit on May 24, 1996.  A permit is expected within two years.

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.  For the six months ended
 June 30, 1997, FPL requested to decommit the Facility numerous
 times and the Partnership has exercised its rights to operate at
 minimum load (100MW) during all but one such decommit order.  The
 Partnership's election to operate at minimum load has not had a
 material impact although energy delivered during such operations is
 sold at reduced prices.  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.  The Partnership also filed a Form 8-K on
December 30, 1996, announcing Final Completion of the Facility and
the first cash distribution to the Partners.

	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:  August 14, 1997			 /s/ John Cooper 	 
								John R. Cooper
								Vice President (Chief Financial
								Officer)


								INDIANTOWN COGENERATION FUNDING
								CORPORATION (Co-Registrant)


Date:  August 14, 1997			 /s/ John Cooper 	 
								John R.	Cooper 
								Vice President (Chief
								Financial Officer)