UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 For the quarterly period ended March 31, 1997

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934. For the transition period from __________ to __________.

                       Commission File Number 333-14495-02

                         PANDA INTERHOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                     75-2660917
(State or other jurisdiction of                      (IRS Employer
incorporation or organization)                    Identification Number)

            4100 Spring Valley Road, Suite 1001, Dallas, Texas 75244
          (Address of principal executive offices, including zip code)

                                 (972) 980-7159
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)

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 such 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. Yes [ ] No [X]   The Company has not been
subject to filing requirements for the past 90 days.

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 19, 1997.

  Common Stock, Par Value $.01 Per Share                         1,000
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited) F-1

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations ...........................  1

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K ..............................  4
<PAGE>
                         PANDA INTERHOLDING CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                                   (UNAUDITED)
                                                  DECEMBER 31        MARCH 31
                                                     1996             1997
                                                 -------------    -------------
Current assets:
     Cash and cash equivalents ................  $     828,797    $   1,191,772
     Restricted cash -- current ...............      8,781,393       11,715,812
     Accounts receivable ......................      9,402,685        9,219,619
     Fuel oil, spare parts and supplies .......      7,913,777        6,897,908
     Other current assets .....................        164,905          234,585
                                                 -------------    -------------
         Total current assets .................     27,091,547       29,259,696

Plant and equipment:
     Electric generating facilities ...........    288,716,711      289,097,164
     Furniture and fixtures ...................        494,418          496,202
     Less: accumulated depreciation ...........    (26,539,539)     (29,488,416)
                                                 -------------    -------------
         Total plant and equipment, net .......    262,671,590      260,104,950

Restricted cash -- debt service reserves
  and escrow deposits .........................     17,357,524       17,357,524
Debt issuance costs, net of accumulated
  amortization  of $73,986 and $185,595,
  respectively ................................      3,680,902        3,581,477
                                                 -------------    -------------
                                                 $ 310,801,563    $ 310,303,647
                                                 =============    =============
LIABILITIES AND SHAREHOLDER'S DEFICIT

Current liabilities:
     Accounts payable and accrued expenses:
         Construction costs ...................  $     660,167    $        --
         Interest and letter of credit fees ...      1,186,191        1,171,352
         Operating expenses and other .........      6,935,068        5,931,986
     Current portion of long-term debt ........      5,501,823        5,501,823
                                                 -------------    -------------
              Total current liabilities .......     14,283,249       12,605,161

Long-term debt, less current portion ..........    104,521,718      103,145,260
Capital lease obligation ......................    217,488,645      222,868,697
Advance from parent ...........................     15,387,447       15,831,864
Commitments and contingencies (Note 3)
Shareholder's deficit:
     Common stock, par value $.01; 1,000 shares
           authorized, issued and outstanding .             10               10
     Accumulated deficit ......................    (40,879,506)     (44,147,345)
                                                 -------------    -------------
         Total shareholder's deficit ..........    (40,879,496)     (44,147,335)
                                                 -------------    -------------
                                                 $ 310,801,563    $ 310,303,647
                                                 =============    =============

     See accompanying notes to condensed consolidated financial statements.

                                       F-1
<PAGE>
                         PANDA INTERHOLDING CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997
                                   (UNAUDITED)

                                                       1996            1997
                                                   ------------    ------------
Revenue:
     Electric capacity and energy sales ........   $  8,015,442    $ 17,329,693
     Steam and chilled water sales .............        121,548         130,582
     Interest income ...........................        185,672         171,178
                                                   ------------    ------------
                                                      8,322,662      17,631,453
                                                   ------------    ------------
Expenses:
     Plant operating expenses ..................      2,441,532       8,261,187
     Project development and administrative ....        537,433       1,840,022
     Interest expense and letter of credit fees       3,184,745       7,737,596
     Depreciation ..............................      1,053,220       2,948,878
     Amortization of debt issuance costs .......        140,907         111,609
     Amortization of partnership formation costs        133,275            --
                                                   ------------    ------------
                                                      7,491,112      20,899,292
                                                   ------------    ------------
Income (loss) before minority interest .........        831,550      (3,267,839)
Minority interest ..............................     (1,718,948)           --
                                                   ------------    ------------
Net loss .......................................       (887,398)     (3,267,839)
Accumulated deficit, beginning of period .......    (14,788,098)    (40,879,506)
                                                   ------------    ------------
Accumulated deficit, end of period .............   $(15,675,496)   $(44,147,345)
                                                   ============    ============

     See accompanying notes to condensed consolidated financial statements.

                                       F-2
<PAGE>
                         PANDA INTERHOLDING CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997
                                   (UNAUDITED)

                                                         1996          1997
                                                     ------------   -----------
Operating activities:
     Net loss ...................................... $   (887,398)  $(3,267,839)
     Adjustments to reconcile net loss to net cash
       provided by operating activities:
         Minority interest .........................    1,718,948          --
         Depreciation ..............................    1,053,220     2,948,878
         Amortization of debt issuance costs .......      140,907       111,609
         Amortization of partnership formation costs      133,275          --
         Amortization of loan discount and deferred
           interest ................................       47,953     5,380,052
     Changes in assets and liabilities:
         Accounts receivable .......................     (660,500)      183,066
         Fuel oil, spare parts and supplies ........      281,634     1,015,869
         Other current assets ......................      (47,151)      (69,680)
         Accounts payable and accrued expenses .....    2,623,451    (1,017,932)
                                                     ------------   -----------
         Net cash provided by operating activities .    4,404,339     5,284,023
                                                     ------------   -----------
Investing activities:
     Restricted cash - current .....................   (4,843,722)   (2,934,419)
     Additions to property, plant and equipment ....  (21,053,550)   (1,042,404)
     Restricted cash - debt service reserves and
       escrow deposits .............................       76,776          --
                                                     ------------   -----------
         Net cash used in investing activities .....  (25,820,496)   (3,976,823)
                                                     ------------   -----------
Financing activities:
     Distributions to minority interest owner ......     (321,124)         --
     Advances from parent ..........................      646,353       444,417
     Proceeds from long-term debt ..................   21,488,220          --
     Repayment of long-term debt ...................         --      (1,376,458)
     Debt issuance costs ...........................     (199,498)      (12,184)
                                                     ------------   -----------
         Net cash provided by financing activities .   21,613,951      (944,225)
                                                     ------------   -----------
Increase (decrease) in cash and cash equivalents ...      197,794       362,975
Cash and cash equivalents, beginning of period .....    1,160,096       828,797
                                                     ------------   -----------
Cash and cash equivalents, end of period ........... $  1,357,890   $ 1,191,772
                                                     ============   ===========
NON-CASH OPERATING AND FINANCING ACTIVITIES:

Interest expense on capital lease obligation ....... $       --     $ 5,380,052

     See accompanying notes to condensed consolidated financial statements.

                                       F-3
<PAGE>
                         PANDA INTERHOLDING CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1997


1. ORGANIZATION AND BASIS OF PRESENTATION

         Panda Interholding Corporation ("Interholding", or collectively with
its subsidiaries the "Company"), a wholly owned subsidiary of Panda Interfunding
Corporation ("PIC"), which in turn is an indirect wholly owned subsidiary of
Panda Energy International, Inc. ("PEII"), was formed in July 1996 to hold the
ownership interests in two independent power projects which were formerly owned
by another subsidiary of PEII. The ownership interests were transferred to the
Company at PEII's historical cost. Because the transfers occurred between
entities under common control, the transactions have been accounted for in a
manner similar to a pooling of interests.

         Interholding, through its wholly owned subsidiaries, holds the
Company's ownership interests in the Rosemary project and the Brandywine project
and has no other independent operations. The entities holding such ownership
interests include the following: Panda Rosemary Corporation ("PRC"), a 91%
general partner in Panda-Rosemary, L.P. ("Panda-Rosemary"); PRC II Corporation
("PRC II"), a 9% limited partner in Panda-Rosemary; Panda Brandywine
Corporation, a 50% general partner in Panda-Brandywine, L.P.
("Panda-Brandywine"); Panda Energy Corporation (a Delaware corporation), a 50%
limited partner in Panda-Brandywine; and Brandywine Water Company. The Company,
through its general and limited partnership interests, owns 100% of
Panda-Rosemary and Panda-Brandywine. Prior to July 31, 1996, the Company owned
10% of Panda-Rosemary. The Rosemary and Brandywine projects are located in the
United States.

         All material intercompany accounts and transactions have been
eliminated in consolidation.

2. SIGNIFICANT ACCOUNTING POLICIES

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
and should be read in conjunction with the audited financial statements for the
year ended December 31, 1996. The accompanying unaudited condensed consolidated
financial statements for the three months ended March 31, 1996 and 1997 include
all adjustments, consisting of normal recurring accruals, which management
considers necessary for a fair presentation of the results for the interim
periods. The results of operations for the three months ended March 31, 1997 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1997. The amounts presented in the balance sheet as of
December 31, 1996 were derived from the Company's audited consolidated financial
statements.

         ALLOCATION OF ADMINISTRATIVE COSTS -- PEII performs certain accounting,
legal, insurance, and consulting services for the Company. These general and
administrative costs are generally allocated to the Company using the percentage
of time PEII personnel spent performing these services. The expenses allocated
were $266,000 and $555,000 for the three months ended March 31, 1996 and 1997,
respectively, and are included in project development and administrative
expenses in the statement of operations. Management believes the method used to
allocate these costs is reasonable.

3.  COMMITMENTS AND CONTINGENCIES

         In July 1996, Panda Funding Corporation ("PFC"), a wholly-owned
subsidiary of PIC, issued $105,525,000 of pooled project bonds ("Series A
Bonds"). The Series A Bonds bear interest at a fixed rate of 11-5/8% payable
semiannually commencing February 20, 1997. Scheduled principal payments are
required semiannually commencing February 20, 1997 and will continue through
maturity on August 20, 2012. The Series A Bonds are subject to mandatory
redemption prior to maturity under certain conditions. The Series A Bonds are
fully and unconditionally guaranteed by PIC. Although not direct obligations of
the Company, the Series A Bonds are guaranteed on a limited basis by
Interholding up to a maximum amount specified by the guarantee agreement which
approximates $25.1 million at December 31, 1996 and March 31, 1997.
Additionally, the Series A Bonds are secured by (i) all of the capital stock of
PFC, PIC and Interholding, (ii) PIC's interest in distributions from
Interholding, and (iii) certain other collateral. The Series A Bonds are
effectively subordinated to the obligations of PIC's subsidiaries under
project-level financing arrangements. The indenture contains certain covenants,
including limitations on distributions, additional debt and certain other
transactions.

         While amounts are outstanding under the Series A Bonds, all
distributions to PIC from Interholding and certain 

                                      F-4
<PAGE>
proceeds received by PIC from another subsidiary will be paid to a collateral
agent. On a monthly basis, the collateral agent will remit to PIC remaining
funds available after satisfaction of PIC's debt service obligations (including
amounts withheld, if necessary, to meet future debt service and reserve fund
requirements as required by the indenture) provided that PIC is in compliance
with the debt covenants.

         In connection with the issuance of the Series A Bonds, PIC advanced to
the Company (i) approximately $25.1 million to partially fund the acquisition of
the outside investor's limited partnership interest in Panda-Rosemary as
discussed in Note 5 to the Company's audited financial statements for 1996, and
(ii) approximately $26.4 million to retire the term loan as discussed in Note 6
to the Company's audited financial statements for 1996.

         In connection with a previous borrowing from Nova Northwest Inc.
("Nova"), Nova received a cash flow participation interest in the distributions
from the Rosemary Project for the term of the Panda-Rosemary L.P. partnership
agreement. Such participation interest amounted to 4.33% of the Company's own
participation interest, which was 10% at the time the agreement was entered
into. The Company has filed an action with the District Court of Dallas County,
Texas seeking a declaratory judgment that Nova's cash flow participation is
0.433% of the Company's 100% interest after the acquisition of the institutional
investor's 90% limited partnership interest. Management believes that the
resolution of this dispute will not have a material effect on the financial
position, results of operations or cash flows of the Company. PEII and Nova each
have the option to convert the present value of cash flow participation, as
defined by the agreement, to PEII common stock at $6 a share.

         In August 1996, Panda-Brandywine and PEPCO commenced discussions
concerning commercial operational requirements of the Brandywine Project and
conversion of the construction loan to long-term financing in the form of a
lease. During these discussions, disagreements arose between Panda-Brandywine
and PEPCO with respect to certain provisions of the Brandywine Power Purchase
Agreement which relate to the determination of the interest rate that is the
basis for reduction in capacity payments thereunder (the "PEPCO Interest Rate
Dispute"). PEPCO and Panda-Brandywine are presently attempting to resolve these
disagreements but there are no assurances that such efforts will be successful.
If the PEPCO Interest Rate Dispute is determined adversely to Panda-Brandywine,
the capacity payments paid by PEPCO under the Brandywine Power Purchase
Agreement (which commenced in January 1997) will be less than originally
anticipated, thereby adversely affecting the revenues realized by
Panda-Brandywine, and consequently, reducing the amount of funds that would be
available for distribution to the Company.

         Raytheon Engineers and Constructors, Inc. ("Raytheon") constructed the
Brandywine Project pursuant to a fixed-price, turnkey engineering, procurement
and construction contract (the "Brandywine EPC Agreement") with
Panda-Brandywine. Raytheon completed the construction and start-up of the
Brandywine Project and has met the requirements for commercial operations and
substantial completion under the Brandywine EPC Agreement, although the date on
which commercial operations were achieved and the entitlement of Raytheon to
certain early completion bonuses under the Brandywine EPC Agreement are the
subject of a dispute between Panda-Brandywine and Raytheon. The Company
estimates that the amount in dispute is less than $1 million and believes that
the resolution of this dispute will not have a material adverse effect upon the
financial position, results of operations or cash flows of the Company.

         The Company has entered into various long-term contracts for the
purchase and transportation of fuel subject to termination only in certain
limited circumstances. These contracts have remaining terms of 10 to 25 years.
The Company's minimum purchase commitment under these contracts is 2.3 million
British thermal units of gas annually from October 31, 1996 through October 31,
2011. In the aggregate, such commitments are not at prices in excess of the
current market.

         PEII is also involved in other legal and administrative proceedings in
the ordinary course of business. Management believes, based on the advice of
counsel, the amount of ultimate liability with respect to these matters will not
have a material affect on the financial position, results of operations or cash
flows of the Company.

                                       F-5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

         (DOLLAR AMOUNTS ARE IN THOUSANDS UNLESS OTHERWISE NOTED)

GENERAL

         The financial statements reflect the financial data of the entities
that held partnership interests in Panda-Rosemary, L.P. ("Panda-Rosemary") and
Panda-Brandywine, L.P. ("Panda-Brandywine") (collectively the "Project
Entities", which own the Rosemary Facility and the Brandywine Facility,
respectively, as described in the following paragraph) during the periods
presented. In July 1996, these partnership interests were transferred to Panda
Interholding Corporation ("Interholding", or collectively with its subsidiaries
the "Company"), which is a wholly owned subsidiary of Panda Interfunding
Corporation ("PIC"), by PIC's parent and recorded at the parent's historical
cost. PIC and Interholding were incorporated in July 1996 and were not in
existence during the first quarter of 1996; however, the entities that currently
own such partnership interests are wholly-owned subsidiaries of Interholding.
Interholding has no independent operations beyond its ownership of the Project
Entities. Thus, references herein to financial data of the Company are for
convenience of reference, and it should be understood that all such references
are to the financial information of the entities that held such interests during
the periods presented.

         The Company owns 100% equity interests in two completed electric power
generation facilities in the United States: the Rosemary Facility, which began
commercial operations in December 1990, and the Brandywine Facility, which began
commercial operations in October 1996. Prior to July 31, 1996, the Company owned
a 10% equity interest in the Rosemary Facility.

RESULTS OF OPERATIONS

         The Company's revenues from electric power generation are derived from
long-term contracts which include both a fixed capacity payment and a variable
energy payment. The capacity payments, which are based upon the specified power
generating capacity of a project, are designed to cover fixed costs and to
provide an acceptable return on equity. The energy payments, which are based on
actual electricity output, are designed to cover variable costs including fuel
costs and variable operating expenses incurred in connection with electricity
output. Accordingly, the impact of price fluctuations on the results of
operations is generally not material. The extent to which a facility is
dispatched (i.e., required to deliver electricity), and therefore the actual
electricity output for a given period, are subject to the discretion of the
power purchaser, with certain limitations. The capacity payments are the
predominant source of revenue for the Company. The Company currently believes
that it can meet its liquidity requirements solely from the capacity payments in
the unlikely event that its facilities are not dispatched at all. See "Liquidity
and Capital Resources."

         FIRST QUARTER 1997 COMPARED TO 1996

         The Company recorded a net loss of $3,268 in the first quarter of 1997
on revenues of $17,631 compared to net income before minority interest of $832
on revenues of $8,323 during the same period in 1996. The increase in revenues
in the 1997 period was primarily caused by operations of the Brandywine Facility
(which commenced on October 31, 1996), partially offset by a decrease in
revenues at the Rosemary Facility. The 1997 period reflects operations of both
the Rosemary and Brandywine facilities, whereas the 1996 period includes only
the Rosemary Facility. For the 1997 and 1996 periods, capacity revenues for the
Rosemary Facility were $6,900 and $7,418, respectively, reflecting a contractual
decrease of $518. Energy revenues for the Rosemary Facility for the 1997 and
1996 periods were $175 and $597, respectively. The decrease in energy revenues
for the Rosemary Facility is attributable to lower dispatch hours at that
facility compared to the 1996 period. During the first quarter of 1997, the
Rosemary Facility was dispatched 42 hours as compared to 135 hours in the 1996
period. Capacity revenues and energy revenues from Potomac Electric Power
Company for the Brandywine Facility for the first quarter of 1997 were $5,035
and $2,546, respectively. The Brandywine Facility was dispatched 777 hours
during this period. Additionally, the Brandywine Facility had energy revenues of
$2,674 from the sale of natural gas and fuel oil to other 

<PAGE>
purchasers. Plant operating expenses, which included fuel cost, operation and
maintenance expense, insurance and property taxes, increased to $8,261 (47% of
revenues) in the 1997 period from $2,442 (29% of revenues) in 1996, primarily
due to low margins obtained on the sale of natural gas and fuel oil to other
purchasers.

         Project development and administrative expenses were $1,840 (10% of
revenues) and $537 (6% of revenues) for the 1997 and 1996 periods, respectively.
The increase in 1997 was primarily attributable to additional administrative
activities related to the commencement of commercial operations at the
Brandywine Facility and higher administrative costs required to support the
increased size and complexity of the Company's operations.

         Interest expense increased to $7,738 (44% of revenues) in the 1997
period from $3,185 (38% of revenues) in 1996 as a result of the increase in
outstanding indebtedness from the issuance of $111.4 million original principal
amount of first mortgage bonds for the Rosemary Facility (the "Rosemary Bonds")
and the capital lease financing for the Brandywine Facility. The impact of such
new indebtedness was partially offset by the refinancing of the taxable revenue
bonds issued in 1989 for the Rosemary Facility and the repayment of other term
loan financing on July 31, 1996 from portions of the proceeds of the Rosemary
Bonds and advances from the Company's parent.

         Depreciation, amortization of debt issue costs and amortization of
partnership formation costs amounted to $3,060 (17% of revenues) in the 1997
period and $1,327 (16% of revenues) in 1996. The increase was primarily
attributable to depreciation for the Brandywine Facility in 1997.

         For the 1996 period, minority interest in net income was $1,719. There
is no minority interest in 1997 due to the Company's acquisition on July 31,
1996 of the minority interest holder's limited partnership interest in
Panda-Rosemary. As a result of this acquisition, the Company owns 100% of
Panda-Rosemary.

         As a result of the various factors discussed above, the Company
recorded net losses of $3,268 and $887 for the 1997 and 1996 periods,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

         To date, the Company has obtained cash from operations of the Rosemary
Facility and the Brandywine Facility, borrowings under non-recourse project debt
of Panda-Rosemary and Panda-Brandywine, an equity contribution by Ford Motor
Credit Company ("Ford")(a former minority interest partner in Panda-Rosemary),
senior indebtedness issued to Trust Company of the West, the issuance of the
Rosemary Bonds and advances from the Company's parent. The Company utilized this
cash to refinance the project debt of Panda-Rosemary, fund development and
construction of the Brandywine Facility, service its debt obligations, make
distributions to its parent to fund project development efforts, and for general
and administrative expenses. Additionally, on July 31, 1996, the Company repaid
all outstanding senior indebtedness to Trust Company of the West and purchased
Ford's remaining limited partnership interest in Panda-Rosemary.

         The Project Entities (and therefore the Company) are dependent on
capacity payments under their respective power purchase agreements to meet their
fixed obligations, including payment of project-level debt service. Capacity
payments can be adversely affected by a major equipment failure, resulting in a
facility being unavailable for dispatch for an extended period of time. Capacity
payments can also be subject to reduction pursuant to regulatory disallowance
and, under contractual provisions, as a result of events outside the Company's
control. In 1997, 1999 and 2006, the capacity payments for the Rosemary Facility
are scheduled to decrease by approximately $1.8 million (6.7%), $1.8 million
(7.1%) and $5.4 million (23.1%), respectively, based on the facility's current
capacity rating. The capacity payments for the Brandywine Facility, which
commenced in 1997, are subject to specified downward adjustments in 1998 and
2000, and upward adjustments in 2001 and 2007 through 2021. The Company
currently believes it will be able to continue to meet its obligations during
the periods such reductions are applicable.

         Each of the electric energy purchasers under the power purchase
agreements for the Rosemary 

<PAGE>
Facility and the Brandywine Facility has a contractual right to schedule the
facility for dispatch largely at the purchaser's discretion. Thus, revenues from
energy payments will vary depending on the hours these facilities are dispatched
by such purchasers. The Company currently believes that it can meet its
liquidity requirements solely from the capacity payments in the unlikely event
that these facilities are not dispatched at all.

IMPACT OF INFLATION

         Inflationary increases in the Company's costs, primarily project
development costs, energy costs, and capital costs, may be offset by increases
in revenue as provided in the various purchase agreements, although competition
may limit the Company's ability to fully recover all such increases. The Company
attempts, where possible, to obtain provisions in its power purchase agreements
whereby certain revenue components, such as energy payments, may be adjusted
with inflationary increases. The Company currently believes that inflation will
not have a material adverse effect on the Company's financial position, results
of operations or cash flows in the foreseeable future.

<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      The following exhibits are filed as part of this Quarterly
                  Report on Form 10-Q:

        EXHIBIT
        NUMBER            EXHIBIT DESCRIPTION
        -------           -------------------
         10.01    Form of Amendment to Service Agreement, effective January 1,
                  1997, between Transcontinental Gas Pipeline Corporation and
                  Panda-Rosemary, L.P., filed as Exhibit 10.55.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  333-14495-02) and incorporated by reference herein.

         27.01    Financial Data Schedule.*
------------
* Filed herewith.

         (b)      The Company did not file any reports on Form 8-K during the
                  quarter for which this report is filed.
<PAGE>
                                   SIGNATURES

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.

                                         PANDA INTERHOLDING CORPORATION

Date:  May 19, 1997                      By:  /s/ Janice Carter
                                              Janice Carter
                                              Executive Vice President, 
                                              Secretary and Treasurer
<PAGE>
                                  EXHIBIT INDEX
                                                                  SEQUENTIALLY
                                                                    NUMBERED
NUMBER            DESCRIPTION                                        PAGE
------            -----------                                     ------------
27.01         Financial Data Schedule