<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------


                                    FORM 10-K

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                   For the fiscal year ended December 31, 2000

                                       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 333-96239

                         TENASKA GEORGIA PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                  47-0812088
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

                         1044 N. 115TH STREET, SUITE 400
                           OMAHA, NEBRASKA 68154-4446
               (Address of principal executive offices) (Zip Code)

                                 (402) 691-9500
              (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

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 |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K |X|


                       DOCUMENTS INCORPORATED BY REFERENCE
    Portions of the Registrant's Prospectus filed pursuant to Rule 424(b)(3)
      under the Securities Act of 1933 are incorporated by reference into
                             Part I of this report.



<PAGE>



                         TENASKA GEORGIA PARTNERS, L.P.

                                 FORM 10-K INDEX

<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----
                                     PART I

<S>  <C>                                                                  <C>
Item 1    Business                                                        3

Item 2    Properties                                                      8

Item 3    Legal Proceedings                                               8

Item 4    Submission of Matters to a Vote of Security Holders             8

                                     PART II

Item 5    Market for Registrant's Common Equity and Related
            Stockholder Matters                                           9

Item 6    Selected Financial Data                                         9

Item 7    Management's Discussion and Analysis of Financial
            Condition and Results of Operations                           9

Item 7A   Quantitative and Qualitative Disclosures about Market Risk     16

Item 8    Financial Statements and Supplementary Data                    16

Item 9    Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure                                    16

                                    PART III

Item 10   Directors and Executive Officers of the Registrant             17

Item 11   Executive Compensation                                         18

Item 12   Security Ownership of Certain Beneficial Owners
            and Management                                               18

Item 13   Certain Relationships and Related Transactions                 18

                                     PART IV

Item 14   Exhibits, Financial Statement Schedules and Reports
               on Form 8-K                                               20

          Signatures                                                     24

          Financial Statement Index                                      F-1

</TABLE>


                                       2
<PAGE>


Unless otherwise indicated or the context otherwise requires, all references to
"we", "us", "our," "ours," "the limited partnership," "the partnership" or
similar terms refer to Tenaska Georgia Partners, L. P.

Except for historical information contained herein, certain statements contained
in this report are forward-looking statements. Such forward-looking statements
can be identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "intends," "will," "should" or "anticipates," or by the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy. Although these statements are based upon assumptions
the partnership believes are reasonable, no assurance can be given that the
future results covered by the forward-looking statements will be achieved. Such
statements are subject to risks, uncertainties and other factors, which could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. The most significant of such risks,
uncertainties and other factors are discussed in this report under the heading
"Risk Factors" contained in Part II, Item 7.


                                     PART 1

ITEM 1.      BUSINESS

                                 THE PARTNERSHIP

We are a Delaware limited partnership formed on April 16, 1998 to develop,
finance, construct, own or lease, operate and maintain an electric generating
plant in Heard County, Georgia that will include six gas turbine-generators. In
this report, we refer to this plant as the "Facility" and, together with all its
associated contracts and infrastructure that we may own and lease, as "our
project" or "the project." We do not engage and do not intend to engage in any
business activities other than those related to our project. We are currently in
the development stage and have no operating revenues.

                                 PROJECT FUNDING

On November 10, 1999, we completed a private offering of $275,000,000 aggregate
principal amount of 9.50% fixed rate Senior Secured Bonds due 2030. On August
31, 2000, we completed an exchange offer whereby the holders of the original
bonds exchanged their bonds for new bonds registered under the Securities Act of
1933. In this report, references to "Bonds" means both the original bonds and
the new bonds, unless the context otherwise requires.


                                   THE PROJECT

A detailed discussion of certain of our principal project documents summarized
below is contained in our Prospectus filed pursuant to Rule 424(b)(3) under the
Securities Act of 1933 (the "Prospectus"). This information is incorporated by
reference into this report from pages 102 through 149 of the Prospectus under
the heading entitled "Summary of Principal Project Documents" and is filed as
Exhibit 99.1 to this report.


THE FACILITY AND THE POWER PURCHASE AGREEMENT

The Facility will be a 936 megawatt ("MW") natural gas-fired simple-cycle
electric generating plant. The Facility is being constructed in Heard County,
Georgia, approximately 40 miles southwest of Atlanta. The Facility will use
natural gas to produce electric energy and will use fuel oil as a back-up fuel.
We expect the Facility to serve as a peaking facility, operating primarily
during the summer months with very low capacity factors during the remainder of
the year.

All of the Facility's net capacity and electrical output will be sold to PECO
Energy Company ("PECO") under a 29-year Power Purchase Agreement (the "Power
Purchase Agreement") dated August 24, 1999. The Power Purchase Agreement
provides for completion of the Facility in two stages of three
turbine-generators each. The base term of the Power Purchase Agreement expires
29 years after the first three turbine-generators ("Initial Units") are
operational. The Initial Units are scheduled to be operational by June 1, 2001.
The second three turbine-generators are scheduled to be operational by June 1,
2002. These dates are subject to adjustment to a limited extent in the case of a
FORCE MAJEURE event. PECO is responsible for supplying all the natural gas and
fuel oil necessary to fulfill our obligations under the Power Purchase
Agreement. Fuel oil operation is limited by the air permit to 57 million gallons
in any consecutive


                                       3
<PAGE>

12-month period and is expected to occur only when natural gas is not available.
The turbine-generators can be fueled by either natural gas or fuel oil, and will
be capable of switching fuels while operating at reduced capacity. PECO will
have the ability to dispatch any turbine-generator upon the turbine-generator
achieving operational status, as defined in the Power Purchase Agreement.

The Power Purchase Agreement provides for some fixed payments, subject to
off-setting payments by us to PECO for reduced availability, an availability
incentive bonus and other variable payments. We expect that the fixed payments,
which are payable whether or not PECO chooses to dispatch any of the
turbine-generators, will be adequate to cover our debt service and our fixed
operating and maintenance costs and to provide us with a return on equity.

On October 20, 2000, Unicom Corporation and PECO merged to create Exelon
Corporation. As of the date of this report, PECO remained a party to the Power
Purchase Agreement.


CONSTRUCTION

The Facility is being constructed by Zachry Construction Corporation ("Zachry"
or the "EPC Contractor") pursuant to an Engineering, Procurement and
Construction Contract (the "EPC Contract"). Pursuant to a Contract for Purchase
(the "Turbine Contract"), General Electric Company ("General Electric") will
provide six turbine-generators that will be used to produce the electric energy
at the Facility. On November 10, 1999, the right to acquire the
turbine-generators under the Turbine Contract was assigned to Zachry, who
acquired the turbine-generators as a part of its obligations under the EPC
Contract. The Turbine Contract specifies shipment and delivery date obligations
for the six combustion turbines and six generators ranging from September 30,
2000 through December 1, 2001. As of December 31, 2000, one combustion turbine
and three generators were on site. Two additional combustion turbines were on
site as of January 31, 2001. Actual turbine-generator shipments and deliveries
for the Initial Units have complied with the contract terms and are on schedule.
General Electric is obligated to pay damages to the EPC Contractor for unexcused
late delivery of the turbine-generators and if the performance of the
turbine-generators is not as required under the Turbine Contract. General
Electric will also issue certain warranties in connection with the performance
of the turbine-generators.

Under the EPC Contract, we are obligated to pay a fixed price of $229,064,832
(including the cost of the turbine-generators under the Turbine Contract) to the
EPC Contractor for the construction of the Facility and its related electric
interconnection facilities (subject to increase for scope changes). The EPC
Contract contains liquidated damages provisions for late completion and for
failure to meet various performance guarantees. The EPC Contractor's aggregate
liability for liquidated damages for such late completion and for failure to
meet the performance guarantees is limited to 30% of the fixed price of
$229,064,832. The EPC Contractor's obligations under the EPC Contract are
guaranteed by its parent company, H.B. Zachry Company. The EPC Contractor has
provided a payment and performance bond in the amount of $229,064,832 issued by
United States Fidelity and Guaranty Company.

On September 10, 1999, we delivered to Zachry a limited notice to proceed, which
authorized the commencement of geotechnical investigations and engineering and
procurement activities. We delivered to Zachry full notice to proceed on
November 10, 1999, which was the date of issuance of the original bonds. As of
December 31, 2000, construction of the Facility was on schedule.


LONG TERM PARTS AND LONG TERM SERVICES CONTRACT

Pursuant to a Long Term Parts and Long Term Service Contract (the "LTSA"),
General Electric International Inc. will provide long-term parts and servicing
with respect to major parts replacement and repair, inspection and overhaul
services for the turbine-generators. As of December 31, 2000, we have incurred
costs of $2,433,202 under the terms of the LTSA. Certain other operations and
maintenance services for our project will be provided by Tenaska Operations,
Inc. under an Operations and Maintenance Agreement.


                                       4
<PAGE>


OPERATIONS AND MAINTENANCE AGREEMENT

We entered into an Operations and Maintenance Agreement (the "O&M Agreement")
with Tenaska Operations, Inc. (the "Operator") on September 10, 1999 for the
operation and maintenance of our project. The O&M Agreement has a term of 29
years from the date of commercial operation of the Initial Units. The Operator
is obligated to provide all services necessary for the safe and reliable
start-up, commissioning, operation and maintenance of our project. The Operator
will be compensated with a fixed management fee and an incentive fee, with an
availability adjustment based on performance.

The Operator is organized under Delaware law and is a wholly owned subsidiary of
Tenaska, Inc., which is a wholly owned subsidiary of Tenaska Energy, Inc. The
Operator was formed to provide operations and maintenance services to electric
generating facilities in which affiliates of Tenaska, Inc. have an interest.
Tenaska, Inc. will provide management oversight of the Operator, pursuant to a
service agreement between the Operator and Tenaska, Inc. Pursuant to the O&M
Agreement, the Operator is obligated to provide initial start-up support for our
project prior to the date of commercial operation of the Initial Units, operate
and maintain the Initial Units once they achieve commercial operation and
operate and maintain our completed project. The Operator is obligated to provide
skilled personnel, procedures, training, administrative, management, and
professional and technical services necessary for the safe and reliable
start-up, commissioning, operation and maintenance of our project.


FUEL ARRANGEMENTS

PECO is obligated to supply us with all the fuel necessary to produce electric
energy for PECO. We entered into the Interconnect, Reimbursement and Operating
Agreement with Transcontinental Gas Pipe Line Corporation ("Transco") on August
18, 1999 (the "Gas Interconnect Agreement"). Under this agreement, Transco will
install and own metering facilities for an interconnection between Transco's
pipeline and a lateral gas pipeline to be constructed to deliver natural gas
from this interconnection point to the facility site. The gas pipeline is part
of the property owned by the Development Authority of Heard County and leased to
us under a conduit financing arrangement. As of December 31, 2000, the
construction of this lateral gas pipeline was complete pursuant to a Fixed Price
Engineering, Procurement and Construction Contract between us and Willbros
Engineers, Inc.

Fuel oil will be delivered to the facility site by truck and stored in a 165,000
barrel storage tank. We expect this quantity to be sufficient to operate all six
turbine-generators for over 80 hours at full capacity. A fuel oil unloading
facility will be constructed to enable the Facility to operate on fuel oil for
greater than 80 hours, should the need arise, subject to air permit
restrictions.


ELECTRIC INTERCONNECTION ARRANGEMENTS

The Facility will be interconnected to the Georgia Integrated Transmission
System under our Interconnection Agreement with Georgia Power Company ("Georgia
Power"). The interconnection facilities are included under the EPC Contract. The
interconnection facilities were completed and energized in mid-February 2001
and, prior to commercial operation, ownership of the interconnection facilities
will be transferred to Georgia Power in accordance with the Interconnection
Agreement. The Georgia Integrated Transmission System consists of the aggregate
of the Georgia transmission assets of Georgia Power, Georgia Transmission
Corporation and two other participants, and was created through bilateral
contracts between Georgia Power on the one hand, and each of the other three
participants on the other hand. The point of interconnection of the Facility is
on a portion of the transmission system owned and maintained by Georgia
Transmission Corporation.


WATER AND WASTEWATER ARRANGEMENTS

The Facility will require water to operate the evaporative coolers of the
turbine-generators and to operate the turbine-generators on fuel oil. We will
purchase our water from the Heard County Water Authority under a 30-year Water
Purchase Agreement. We expect that water stored in a 7 million gallon
demineralized water storage tank, located on the facility site, combined with
the 350 gallons per minute of water supplied by the Heard County Water Authority
pursuant to the Water Purchase Agreement, will provide sufficient water to
operate the turbine-generators on fuel oil for


                                       5
<PAGE>

approximately 160 hours over a two-week period. Wastewater will be produced when
the evaporative coolers are used or when fuel oil is fired. This wastewater will
be discharged into Hilly Mill Creek under the partnership's wastewater discharge
permit.


                       BUSINESS AND REGULATORY ENVIRONMENT

COMPETITION

Pursuant to the Power Purchase Agreement, PECO is required to purchase all of
the Facility's capacity up to "Contract Capacity" and, pursuant to its request,
the Facility's energy. The Power Purchase Agreement generally prohibits us from
selling capacity or energy to third parties. Therefore, during the term of the
Power Purchase Agreement, competition from other capacity and energy providers
will become an issue only if PECO breaches its agreement and ceases to purchase
the Facility's capacity and energy or the Power Purchase Agreement is otherwise
terminated or not performed in accordance with its terms.


EMPLOYEES

We have no employees and do not anticipate having any employees in the future.
Pursuant to our O&M Agreement with the Operator, the Operator will operate and
maintain the Facility. The direct labor personnel and the plant operations
management will be provided by employees of the Operator.


                                ENERGY REGULATION

We intend to operate the Facility as an "exempt wholesale generator". On July 9,
1999, the Federal Energy Regulatory Commission (the "FERC") issued an order
finding the partnership as an "exempt wholesale generator." On July 28, 1999,
the FERC issued an order accepting the partnership's market based rate filing,
and granting waivers of various regulatory requirements that apply to
traditional electric utilities.

An exempt wholesale generator is a public utility under the Federal Power Act,
and the partnership, when operating solely as an exempt wholesale generator,
would be subject to the jurisdiction of the FERC with respect to its wholesale
electric rates and other matters. An exempt wholesale generator must be engaged
exclusively in the business of owning or operating an eligible facility and
selling electricity at wholesale. An eligible facility is a generating facility
that is used solely to produce electricity exclusively for sale at wholesale. An
exempt wholesale generator is exempt from the Public Utility Holding Company Act
of 1935 and no company would become a holding company under the Public Utility
Holding Company Act of 1935 due to its holding 10% or more of the voting
securities or partnership interests in the partnership. There is no restriction
on the proportion of equity interest in an exempt wholesale generator that may
be held by electric utilities and electric utility holding companies. As an
exempt wholesale generator, the partnership's sale to PECO in the wholesale
market will be exempt from rate regulation as an electric utility under state
law.

In recent years, federal and state initiatives have further promoted the
development of competition in the sale of electricity and gas. On the federal
level, the FERC has adopted a rule that facilitates access to the nationwide
transmission grid by utility and non-utility purchasers of electricity and
allows utilities subject to FERC jurisdiction to recover stranded costs. In
addition, proposals have been introduced in Congress to repeal the Public
Utility Holding Company Act of 1935. If the repeal of the Public Utility Holding
Company Act of 1935 were to occur, competitive advantages that independent power
producers have over certain regulated utilities may be reduced or eliminated.


                            ENVIRONMENTAL REGULATION

We are required to comply with a number of statutes and regulations relating to
protection of the environment and the safety and health of the personnel
operating our project and the public during the operation of our project. Such
statutes and regulations include, among others, the regulation of air emissions,
water discharges, solid and hazardous waste disposal, hazardous materials
handling, petroleum storage, and safety and health standards, practices and
procedures applicable to the operation of the Facility.


                                       6
<PAGE>


NOx EMISSIONS REGULATION. On September 24, 1998, the United States Environmental
Protection Agency (the "EPA") issued a final rule to address regional transport
of ground-level ozone in the eastern United States through reductions in
nitrogen oxides ("NOx") in 23 jurisdictions in the east and midwest, including
Georgia (the "Rule"). In 1999 in a separate action, the Georgia Environmental
Protection Division (the "Georgia EPD") proposed certain modifications to the
Georgia State Implementation Plan ("SIP") to address the ozone non-attainment
area for Atlanta. This revised Georgia SIP is currently enforceable at the State
level even though it has not been approved by the EPA.

The Rule set forth an annual NOx emissions budget for each affected jurisdiction
and required each such jurisdiction to submit a SIP demonstrating how it would
meet its budget. The Rule, as it affects Georgia, was stayed by court action.
However Georgia is expected to again be included in the region affected by the
Rule due to subsequent court actions and rulemaking activities. Depending upon
how the SIP for Georgia would allocate the burden of compliance with the Rule as
between existing generating stations and new generating stations (such as the
Facility) and how Georgia may modify its SIP from time to time to address the
Atlanta ozone non-attainment area, the cost of operating the Facility could be
materially adversely affected.

There are provisions in the Georgia SIP that raise special concerns regarding
the ability of the Facility to operate on fuel oil during the May 1 to September
30 ozone-period. These provisions would require that beginning in 2003 the
Facility be subject to a 30 parts per million ("ppm") NOx emissions standard
during the ozone-period unless the Facility is "located at a stationary source
with no natural gas." We are advised that staff of the Georgia EPD have
interpreted this exception to be available only to turbines that are not
connected to natural gas pipelines. Under this interpretation, the 30 ppm NOx
standard would apply to the Facility during the ozone-period even when natural
gas is not available.

Our contractor has guaranteed that the Facility will meet a NOx emissions
standard of 30 ppm when fired on natural gas, but the guarantee for firing on
fuel oil is at 42 ppm, which is the limitation in the Facility's air permit. We
do not believe that the Facility can meet a 30 ppm NOx emissions standard when
operating on fuel oil based on its present design and intended manner of
operation. There are currently no proven capital or operating modifications that
would reduce NOx emissions at the Facility to 30 ppm when operating on fuel oil.

The 30 ppm NOx emissions rule provides that by no later than May 1, 2003, the
owner of an affected unit may submit actual operating performance data. The
Georgia EPD director may grant modifications to the 30 ppm NOx emissions rule
for affected units based on whether compliance is achievable taking into account
the cost and feasibility of available control options. We intend to seek such a
modification, but can provide no assurance that we will be successful.

Under the Power Purchase Agreement we cannot be required to generate energy in
violation of applicable law. The FORCE MAJEURE provisions in the Power Purchase
Agreement with PECO Energy Company require that in the case of FORCE MAJEURE the
affected party "shall exercise due diligence to remove such inability with all
reasonable dispatch." In the event that the Facility is prohibited from
operating on fuel oil during the ozone-period due to the 30 ppm NOx emissions
standard, we believe (but cannot provide any assurance) that we will be excused
under the FORCE MAJEURE provisions of the Power Purchase Agreement from
operating on fuel oil during this period. However, there can be no assurance
that we will not be materially and adversely affected by the Facility's
inability to operate on fuel oil during the ozone-period.

CLEAN WATER ACT. We are subject to a variety of state and federal regulations
governing existing and potential water and wastewater discharges from the
Facility. Generally, federal regulations promulgated pursuant to the Clean Water
Act govern overall water and wastewater discharges, through National Pollutant
Discharge Elimination System permits. Under current provisions of the Clean
Water Act, existing permits must be renewed every five years, at which time
permit limits are subject to extensive review and can be modified to account for
changes in regulations. In addition, the permits have re-opener clauses that can
be used to modify a permit at any time. Amendments to the Clean Water Act could
be adopted, which would require us to pay for additional monitoring requirements
and toxicity reduction evaluations. The impact of any such amendments is not
expected to significantly affect our project.

In July 2000, we received notice that two groups were considering filing a
lawsuit against us and another defendant claiming violations of the Clean Air
Act and local zoning requirements. These notices, one of which was sent on
behalf of the Coweta County Rural Preservation Society and the other of which
was sent on behalf of Coweta County, Georgia, are pursuant to a provision in the
Clean Air Act requiring 60 days' written notice prior to commencement of a
citizen suit with respect to certain environmental matters. The principal claims
in the notices are that the regulatory bodies



                                       7
<PAGE>

responsible for issuing the air permit and for re-zoning our project did not
follow applicable law and procedures. The 60-day notice period has expired and
no suit has been filed. If a suit were filed by the claimants, we do not expect
any claims to have a material adverse effect on us.

CERCLA. Under CERCLA, the facility site could be investigated for potential
environmental contamination. Investigation prior to the purchase of the facility
site revealed no evidence of the release of CERCLA-listed substances nor the
presence of any significant soil contamination. CERCLA requires the cleanup of
sites from which there has been a release or threatened release of hazardous
substances. In the Phase I Environmental Site Assessment, the facility site was
found to be undeveloped with no evidence of recognized adverse environmental
conditions.


                                  PERMIT STATUS

We obtained all of the construction permits required to be obtained by us to
begin construction of the Facility and expect to obtain (or our contractors will
obtain) all other construction permits required for timely completion of our
project.


ITEM 2.      PROPERTIES

Our 101-acre facility site lies in the middle of the Southern Company
transmission system, which extends from Mississippi to South Carolina and from
Tennessee to Florida. In order to receive certain tax incentives, we entered
into a conduit financing arrangement with the Development Authority of Heard
County, Georgia (the "Authority"). The Authority owns the Facility, the facility
site and certain related infrastructure facilities and easements (collectively,
the "Properties"). We used the proceeds from the original bonds to purchase
certain revenue bonds issued by the Authority and enter into a lease agreement
with the Authority.

Under the lease agreement, the Authority leases the Properties to us and we have
agreed to make rent payments sufficient to pay, when due, the principal of and
interest on the revenue bonds issued by the Authority. The revenue bonds are
secured by a mortgage on the Properties. We have guaranteed the payment
obligations of the Authority on its revenue bonds. The revenue bonds have been
issued in the same principal amount as, and bear interest at the same rate as
the Bonds and are redeemable at our option. The Authority transferred the
proceeds of the revenue bonds into a special construction fund, which is being
used to fund construction and related costs of the Facility. Upon payment in
full on the revenue bonds, the Properties will be conveyed to us.

The Facility is expected to be an electric generating plant with a stated summer
rating of 936 MW. It will be located on a site near Georgia State Highway 34 in
Heard County, Georgia, approximately 40 miles southwest of Atlanta. The
Facility, when completed, will include six turbine-generators. Each
turbine-generator contains an enclosed inlet air filter, evaporative cooler, air
compressor, dual fuel combustion system, power turbine, 3,600 rpm 60 Hz
generator and auxiliary systems. In each of the turbine-generators, atmospheric
air and water are delivered into the turbine combustion chamber for NOx control
when firing fuel oil. Fuel oil operation is limited by the air permit to 57
million gallons in any consecutive 12-month period and is expected to occur only
when natural gas is not available. The turbine-generators can be fueled by
either natural gas or fuel oil, and will be capable of switching fuels while
operating at a reduced capacity.


ITEM 3.      LEGAL PROCEEDINGS

Not applicable.


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                       8
<PAGE>


                                     PART II


ITEM 5.      MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS

Not applicable.


ITEM 6.      SELECTED FINANCIAL DATA

The following selected financial data have been taken from the audited financial
statements of Tenaska Georgia Partners, L.P. The information set forth below
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" under Part II, Item 7.

<TABLE>
<CAPTION>

                                                 YEARS ENDED
                                                 DECEMBER 31,
                                       -------------------------------
                                          2000                1999
                                       -------------------------------
<S>                                      <C>              <C>
STATEMENT OF OPERATIONS DATA
     Operating revenue                   $       --       $      --
     Operating expenses                          --          6,392,478
     Interest expense, net                  20,489,333       3,409,413
     Investment income                      12,567,884       2,023,092
     Net loss to partners accumulated
      during the development stage          (7,921,449)     (7,778,799)

BALANCE SHEET DATA
     Current assets                      $ 143,909,777    $244,170,316
     Total assets                          277,331,958     271,254,578
     Current liabilities                    16,093,381       3,946,876
     Long-term liabilities                 276,938,825     275,086,501
     Partners' deficit                     (15,700,248)     (7,778,799)

</TABLE>



ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

GENERAL

We were formed on April 16, 1998 to develop, finance, construct, own or lease,
operate and maintain the Facility. Prior to calendar year 1999, we were
inactive. We are in the development stage and have no operating revenues. On
November 10, 1999, we obtained $275,000,000 of project financing from the sale
of the Bonds. Our partners have committed to fund up to $35,500,000 in equity
contributions. The total cost of the construction of the Facility is estimated
to be approximately $310,500,000, which will be financed by the proceeds from
the sale of the Bonds and the equity contributions.

The Facility is still under construction and is scheduled to be completed by
June 1, 2002, with the Initial Units scheduled to be operational by June 1, 2001
and the remaining three turbine-generators scheduled to be operational by June
1, 2002. As of December 31, 2000, construction of the Facility was on schedule
and within budget.

                                       9
<PAGE>


RESULTS OF OPERATIONS

The results of operations for the years ended December 31, 2000 and 1999 may not
be comparable with results of operations for future periods, especially when the
Facility begins operations in 2001.

For a portion of the year ended December 31, 1999, we were primarily in the
start up phase without core contracts or bond financing and, as a result, costs
of $6,392,478 incurred for management fees, professional and consulting fees,
and other costs were expensed as start up costs. By the end of August 1999, the
Power Purchase Agreement was signed. By the end of November 1999, in addition to
the Power Purchase Agreement, core contracts associated with the construction
and financing of the Facility had been completed and, as a result, we moved from
the start up phase to the development phase. For the years ended December 31,
2000 and 1999, costs incurred for management fees, professional and consulting
fees and other costs, deemed to be direct costs associated with the contract to
supply power, in the amount of $3,618,270 and $2,235,490, respectively, have
been capitalized as Contract Costs.

For the years ended December 31, 2000 and 1999, total costs in the amount of
$99,371,966 and $20,056,087, respectively, have been capitalized as Development
Work in Progress. Included in these total costs for the years ended December 31,
2000 and 1999, is interest, capitalized as Development Work in Progress, of
$5,708,237 and $219,059, respectively.

For the year ended December 31, 2000, costs in the amount of $2,768,266 have
been capitalized as Gas Pipeline Costs.

A portion of the proceeds from the sale of the Bonds has not yet been expended
on construction and is invested in cash and cash equivalents and short-term
investments. The interest earned on these invested funds is included as
investment income. The interest expense incurred on the portion of the Bond
proceeds expended to construct the Facility and gas pipeline is capitalized as
Development Work in Progress. Interest expense incurred on the Bond proceeds not
spent on construction is included as interest expense. For the years ended
December 31, 2000 and 1999, interest, net of amounts capitalized, of $20,489,333
and $3,409,413, respectively, has been expensed. For the years ended December
31, 2000 and 1999, interest in the amount of $12,567,884 and $2,023,092,
respectively, has been recorded as investment income.


LIQUIDITY AND CAPITAL RESOURCES

We believe that the net proceeds from the sale of the Bonds, investment income
on the unspent portion thereof during the construction period, anticipated
revenues from the operation of the Initial Units and proceeds from the equity
contributions will be sufficient to (1) fund the engineering, procurement,
construction, testing and commissioning of the Facility, (2) pay certain fees
and expenses in connection with the financing and development of our project,
and (3) pay the costs of developing, financing and initially operating our
project, including interest on the Bonds. After the Facility is placed in
commercial operation, we expect that our revenues under the Power Purchase
Agreement will be adequate to support our costs of operations.

In order to provide liquidity in the event of temporary cash flow shortfalls, we
are required to maintain an account that will contain an amount equal to the
principal and interest due on the Bonds on the next scheduled payment date. Our
obligation to fund this account begins on June 1, 2002. The maintenance of this
balance will be done through cash funding, the issuance of a letter of credit or
a combination of both.


BUSINESS STRATEGY AND OUTLOOK

Our overall business strategy is to perform as agreed under our 29-year Power
Purchase Agreement and to maximize our revenues under the Power Purchase
Agreement by earning incentive payments available through achieving certain
availability and efficiency levels. We intend to cause the Facility to be
managed, operated and maintained in compliance with all applicable documents
relating to our project and all applicable legal requirements.


                                       10
<PAGE>


IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

There are currently no recent accounting pronouncements issued by the Financial
Accounting Standards Board that are expected to have a material impact on our
financial position or results of operations.


FORWARD-LOOKING STATEMENTS

Various statements contained in this report are forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements, which speak as of the date hereof, can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "intends," "will," "should," or "anticipates," or by the
negative forms or other variations of these terms or comparable terminology, or
by the discussions of strategy. Although these statements are based on
assumptions that we believe are reasonable, no assurance can be given that the
future results covered by these statements will be achieved. These statements
are subject to risks, uncertainties and other factors, which could cause actual
results to differ materially from future results expressed or implied by these
statements. The most significant of these risks, uncertainties and other factors
are discussed under the heading "Risk Factors" below.


RISK FACTORS
                                CONSTRUCTION RISK

WE MAY NOT BE ABLE TO COMPLETE THE CONSTRUCTION OF OUR PROJECT ON TIME FOR
REASONS BEYOND OUR CONTROL OR OUR CONTRACTORS' CONTROL.

The construction and timely completion of our project may be adversely affected
by factors commonly associated with any major construction effort, including:

      -     shortages of materials and labor,

      -     work stoppages,

      -     labor disputes,

      -     weather interferences,

      -     unforeseen engineering, environmental or geological problems, and

      -     unanticipated cost increases.

If any of these events occur, the construction of our project may be delayed,
our project may cost us more to complete than we have currently budgeted or our
project may not perform as well as we expect it to. In turn, our ability to pay
amounts due on the Bonds would be impaired.


WE MAY INCUR ADDITIONAL COSTS OR A REDUCTION IN REVENUE UNDER THE POWER PURCHASE
AGREEMENT IF EACH TURBINE-GENERATOR IS NOT OPERATING BY THE DATE ON WHICH OUR
DELIVERY OBLIGATIONS UNDER THE POWER PURCHASE AGREEMENT BEGIN WITH RESPECT TO
SUCH TURBINE-GENERATOR.

The Power Purchase Agreement obligates us to pay liquidated damages to PECO if
certain delays cause any turbine-generator to become operational later than
scheduled. We will not be obligated to pay liquidated damages until after twelve
months of delay if the delay is by reason of a FORCE MAJEURE event under the
Power Purchase Agreement against which business interruption insurance is not
available or an act or omission of PECO. The aggregate amount of liquidated
damages payable by the partnership to PECO for delay will not exceed (i) $8
million for each turbine-generator and (ii) $25 million in the aggregate. The
present construction schedule for our project does not anticipate the payment of
any liquidated damages to PECO, but there can be no assurance that this schedule
will be met. If the Initial Units have not all achieved operational status by
June 1, 2002, subject to adjustment to a limited extent for FORCE MAJEURE events
which occur prior to June 1, 2001, PECO has the right to terminate the Power
Purchase Agreement in respect of the Initial Units. If the final three
turbine-generators have not all achieved operational status by June 1, 2003,
subject to adjustment to a limited extent for FORCE MAJEURE events, PECO has the
right to terminate the Power Purchase Agreement in respect of the final three
turbine-generators.


                                       11
<PAGE>

THE LIQUIDATED DAMAGES THAT WE MAY RECEIVE UNDER THE EPC CONTRACT MAY NOT FULLY
COMPENSATE US FOR OUR LOSSES IF THERE IS A DELAY IN CONSTRUCTION OR IF THE
COMPLETED FACILITY DOES NOT SATISFY ITS PERFORMANCE REQUIREMENTS.

We are entitled to receive liquidated damages from the EPC Contractor upon the
occurrence of certain delays. We are not entitled to receive these liquidated
damages if the delay is caused by a FORCE MAJEURE event under the EPC Contract
or certain acts or omissions by us, including the exercise by us of certain of
our rights under or with respect to the Turbine Contract. If one or more
turbine-generators do not achieve operational status by their scheduled dates
under the EPC Contract, the EPC Contractor could be obligated to pay us
liquidated damages at the rates determined under the EPC Contract. If and to the
extent that a delay is caused by an unexcused failure by General Electric to
perform under the Turbine Contract, the liquidated damages payable by the EPC
Contractor under the EPC Contract may be in a lower amount. The total amount of
these liquidated damages payable because of delay in achieving operational
status, in the aggregate for all turbine-generators, is 22.5% of the guaranteed
lump sum of $229,064,832 payable to the EPC Contractor for its performance under
the EPC Contract. We are also entitled to receive performance liquidated damages
of up to 22.5% of the $229,064,832 in the aggregate for all turbine-generators
from the EPC Contractor if one or more turbine-generators cannot satisfy tests
that measure their net power output and net heat rate, among other things,
against the guaranteed standards included in the EPC Contract. The EPC Contract
limits the aggregate amount of delay and performance liquidated damages for all
turbine-generators to 30% of the $229,064,832. Certain liquidated damages are
offset by any net revenue received by us from a turbine-generator's operation
prior to entering commercial operation. There can be no assurance that any
liquidated damage payments would be sufficient to pay for any increased costs to
pay interest during construction on the Bonds, to replace lost revenues or to
pay liquidated damages to PECO if the completion of our project is delayed or if
our project does not operate as designed. Further, if the EPC Contractor is
required to pay liquidated damages as discussed above, there can be no assurance
that the EPC Contractor, its guarantor or the provider of the EPC Contractor's
payment and performance bond will have the financial resources available to do
so.


THE AMOUNT THAT WE HAVE BUDGETED TO COVER INCREASED COSTS, THE AMOUNT OF OUR
INSURANCE COVERAGE AND OUR OTHER RESOURCES MAY BE INSUFFICIENT TO COVER
UNANTICIPATED COST OVERRUNS OR DELAYS IN ACHIEVING COMMERCIAL OPERATION.

We have included a contingency of approximately $12 million in our construction
budget to cover FORCE MAJEURE and other events that may give rise to delays or
cost overruns. As of December 31, 2000, we have incurred scope changes and minor
cost overruns netting approximately $1.5 million of increased costs. There can
be no assurance, however, that the amount of the contingency and the proceeds of
any delayed opening insurance will be sufficient to pay for increased costs to
pay interest during construction on the Bonds, or to replace lost revenues or to
pay liquidated damages to PECO resulting from any such events. In particular, we
are required to pay principal and interest due on the Bonds without regard to
any FORCE MAJEURE events under the EPC Contract. There can be no assurance that
the schedule for completion of the turbine-generators will be met.

The Facility is currently scheduled to be completed by June 1, 2002, with the
Initial Units scheduled to be operational by June 1, 2001. While we anticipate
receiving revenues from operation of the Initial Units, and have included the
amount of these anticipated revenues among our sources for payment of costs of
our project, including interest on our outstanding Bonds, until the anticipated
date of commercial operation of the entire project, we cannot assure you that
any or all of the turbine-generators will be successfully and timely
constructed, or that the amount of revenues that we will receive from operation
will be as projected. If the revenues are less than we have projected, we would
be required to use contingency funds and the proceeds of any delayed opening
insurance, if available, and there is no assurance that the amount of these
contingency funds and insurance proceeds would be sufficient to make up the
shortfall.

Prior to all turbine-generators becoming operational, the only sources available
to us to make payment on the Bonds are the following:

      -     a portion of net proceeds from the issuance of the revenue bonds
            issued by the Development Authority of Heard County which were
            purchased with the proceeds of the Bonds,

      -     any investment earnings on these proceeds,

      -     revenues, if any, from the operation of the Initial Units,

      -     budgeted contingency funds,

      -     insurance proceeds, if any, and

      -     certain liquidated damages, if any such damages become payable under
            the EPC Contract.


                                       12
<PAGE>


On the date of issuance of the Bonds, the construction interest account created
under the Indenture was funded with $37,499,000. This amount, together with
interest anticipated to be earned thereon and on invested construction fund
proceeds and $15,258,000 of the amounts anticipated to be derived from our
operating revenues from the Initial Units, is expected to be sufficient to pay
the interest on the Bonds through May 31, 2002. If the date of commercial
operation of the Initial Units were delayed, or if by reason of operational
problems or otherwise the revenues from these turbine-generators were less than
projected, these sources might not be sufficient to pay amounts due on the Bonds
through May 31, 2002. While the construction budget includes a contingency
amount, and while under certain circumstances there may be liquidated damages or
insurance proceeds available to fund this shortfall, there is no assurance that
these amounts would be available or sufficient to permit the partnership to pay
amounts due on the Bonds. Moreover, the achievement of operational status of the
Initial Units does not guarantee that the final three turbine-generators will
achieve operational status on time, if at all. Until the final three
turbine-generators are operational, payment of interest on the Bonds will remain
dependent on the funds available from the sources listed above. See
"Construction Risk" above.


                DEPENDENCE ON OTHER THIRD PARTIES; CONTRACT RISKS

WE DEPEND ON ONE ENTITY TO PURCHASE ALL OF THE OPERATING OUTPUT OF THE FACILITY.

Payments by PECO under the Power Purchase Agreement represent our sole source of
revenue. Accordingly, our ability to pay amounts due on the Bonds will be
significantly impaired if PECO stops making payments under the Power Purchase
Agreement for any reason.

PECO is our sole customer, the sole recipient of the capacity and energy output
of the Facility and the sole provider of natural gas and fuel oil necessary to
operate the Facility. The viability of our project is subject to the continued
creditworthiness of PECO and its continued performance under the Power Purchase
Agreement. Payments made by PECO will provide us with all of our revenues during
the term of the Power Purchase Agreement. If PECO were to cease fulfilling its
obligations under the Power Purchase Agreement, it is uncertain whether we would
be able to find another purchaser of the Facility's output or supplier of the
Facility's natural gas and fuel oil requirements. If another purchaser were
found, we cannot assure you that the price paid by that purchaser and the cost
of alternate fuel arrangements, if required, would enable us to pay amounts due
on the Bonds. Because the Facility is designed to operate as a peaking facility,
we will have higher total fuel costs than combined cycle plants against which we
may be competing in the event that the Power Purchase Agreement is terminated
and the Facility operates as a merchant plant or otherwise. If PECO failed to
make capacity, energy and the other payments required under the Power Purchase
Agreement, PECO would be in default of the Power Purchase Agreement and our
revenues would be adversely affected. In turn, our ability to pay amounts due on
the Bonds would also be adversely affected.

The ability of PECO to meet its obligations under the Power Purchase Agreement
will be dependent on PECO's financial condition generally. In the event that
PECO sells or otherwise transfers its power marketing business, PECO may assign
the Power Purchase Agreement without our consent to the buyer or transferee of
that business if (i) the buyer or transferee has a senior unsecured public debt
rating by Moody's or S&P that is not lower than PECO's comparable unsecured
senior debt rating at the time of that transfer and (ii) we receive confirmation
of the rating of that buyer or transferee after giving effect to that buyer's or
transferee's assumption of the Power Purchase Agreement.


WE DEPEND UPON GEORGIA POWER FOR ELECTRIC INTERCONNECTION SERVICE.

We are relying on Georgia Power to interconnect the Facility to the Georgia
Integrated Transmission System, and Georgia Power in turn is relying on its
rights under its bilateral contract with Georgia Transmission Corporation
("Georgia Transmission") in order to perform this service. This contract
terminates at the election of either party in 2012 or earlier upon the
dissolution, liquidation or bankruptcy of either party. If Georgia Power's
participation in the Georgia Integrated Transmission System should terminate
during the life of our project, we would attempt, if necessary, to negotiate
terms with Georgia Transmission under which the Facility would remain
interconnected with Georgia Transmission's transmission system. If Georgia Power
fails to timely perform its obligations under the Georgia Power Interconnection
Agreement, either because of disputes or defaults under this contract or
otherwise, this could delay or impair the commercial operation of the Facility.
Such a delay or impairment would result in an increase in costs and a loss of
revenue, which could impair our ability to pay amounts due on the Bonds.


                                       13
<PAGE>

WE DEPEND ON A NUMBER OF OTHER ENTITIES TO CONSTRUCT, OPERATE AND MAINTAIN OUR
PROJECT.

We are highly dependent on many entities to, among other things:

      -     provide goods and services necessary for the Facility to generate
            such capacity and electric energy; and

      -     construct, operate and maintain our project.

If any entity upon whom we depend for the construction and operation of our
project were to breach its obligations to us, our ability to construct and
operate our project or to sell capacity and electric energy would be impaired.
This, in turn, could adversely affect our ability to pay amounts due on the
Bonds. The other parties to our project documents have the right to terminate or
withhold payment or performance under these documents upon the occurrence of
certain events specified therein. In addition, if a party to a project document
were declared bankrupt or insolvent, this could impair that party's ability to
fulfill its obligations to us. This could adversely affect our ability to pay
amounts due on the Bonds.


                                 OPERATING RISK

THE OPERATION OF OUR PROJECT INVOLVES MANY RISKS--OPERATING RISK, AVAILABILITY
RISK, TECHNOLOGY RISK AND THE RISK OF EVENTS BEYOND OUR CONTROL.

The operation of power generation facilities like our project involves many
risks, including:

      -     the possibility of performing below expected levels of output or
            efficiency,

      -     power shutdowns due to the breakdown or failure of equipment or
            processes,

      -     labor disputes,

      -     under-performance during facility testing,

      -     failure to operate the Facility optimally and reliably, and

      -     catastrophic events such as fires, earthquakes, lightning,
            explosions, floods or other similar occurrences affecting our
            project.

The failure of any one of the six turbine-generators could significantly reduce
revenues generated by the Facility. This failure could also significantly
increase the operating expenses of the Facility. This, in turn, would impair our
ability to pay amounts due on the Bonds. If we are unable to meet our
availability and efficiency targets to PECO, we will be required to pay
penalties, which will reduce our revenues, and could impact the amounts
available to pay amounts due on the Bonds. Under the formulas for availability
in the Power Purchase Agreement, higher rates for dispatch could make it more
difficult for the partnership to achieve its availability targets. In the summer
months in particular, the availability target for the Facility is high, and if
we failed to meet it we would be required to pay penalties in significant
amounts which could impact our ability to pay amounts due on the Bonds.


THE INSURANCE WE HAVE OBTAINED MAY BE INADEQUATE.

Although we maintain insurance consistent with industry standards to protect
against certain operating risks and other risks, not all risks are insured or
insurable. There can be no assurance that this insurance coverage will be
available in the future on commercially reasonable terms or at commercially
reasonable rates. If certain operating risks occur, or, if there is a total or
partial loss of our project, there can be no assurance that the proceeds of the
applicable insurance policies will be adequate to cover our lost revenues or
increased expenses.


                                REGULATORY RISKS

OUR BUSINESS IS SUBJECT TO SUBSTANTIAL REGULATIONS AND PERMITTING REQUIREMENTS
AND MAY BE ADVERSELY AFFECTED BY CHANGES IN THESE REGULATIONS OR REQUIREMENTS.

There are many federal, state and local laws pertaining to power generation
designed to protect human health and the environment or to serve other aspects
of public policy. These laws impose numerous requirements on the construction,
ownership and operation of our project. If we fail to comply with these
requirements, we could be prevented from completing or operating our project.
Moreover, modifications to the Facility to comply with these requirements could


                                       14
<PAGE>

involve a material expenditure of funds or an incurrence of additional
indebtedness to bring our project into compliance. Our business could also be
materially adversely affected by changes in existing law or the
interpretation of those laws. These changes can impose more restrictive
requirements on our project in a way that could cause us to be unable to pay
amounts due on the Bonds. Among these laws is the federal Clean Air Act,
which requires the State of Georgia and the federal government to take
regulatory actions that may affect our business. In addition, as described
under "Environmental Regulation" in Item 1, the EPA has issued rules
affecting our ability to comply with NOx emissions standards while operating
on fuel oil during an ozone-period. There can be no assurance that we will or
can satisfy all requirements that may result from actions taken in response
to these requirements.

Certain substances are regulated by the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"). If any of these regulated substances
were discovered in the soil or groundwater of the facility site, we could be
responsible for the investigation and removal of these substances regardless of
the source of these hazardous substances.


WE CANNOT ASSURE YOU THAT ALL PERMITS AND APPROVALS WILL BE OBTAINED WHEN
NEEDED.

We are responsible for obtaining and maintaining various permits and other
regulatory approvals required for the operation of our project. Most material
permits and other regulatory approvals currently required to construct our
project have been obtained and we expect to obtain all the material permits in
connection with the operation of any turbine-generator prior to the
turbine-generator reaching operational status, except where a later time is
prescribed by law. However, there can be no assurance that all these permits and
approvals will be obtained prior to the date they are needed. Any delay or
failure to obtain these permits and approvals could delay construction or
operation of our project or result in additional costs. The renewal, extension
or obtaining of permits and approvals for our project are subject to contest or
appeal under federal or state law. Our failure to comply with these permits and
approvals, or delay in obtaining or maintaining in full force and effect any
such permits and approvals, could prevent or impair our ability to pay amounts
due on the Bonds. See "Permit Status" contained in Part I, Item 1.


                                 FINANCING RISKS

IF WE DEFAULT ON THE BONDS, YOUR RIGHT TO PAYMENT, OR RECOURSE, WILL BE LIMITED
TO THE ASSETS AND CASH FLOWS OF THE FACILITY.

We are solely responsible for paying amounts due on the Bonds. We were formed
for the sole purpose of designing, financing, constructing, procuring, owning,
leasing and operating our project. We conduct no other business and own no other
significant assets except our interests in our project, our project documents
and other assets related to the leasing or operation of our project. Other than
the equity contribution of up to $35.5 million, our partners and their
affiliates have no obligation to contribute additional equity to us.

Our ability to pay amounts due on the Bonds will be entirely dependent on our
ability to construct our project and to perform under the Power Purchase
Agreement at levels which provide sufficient revenues, after the payment of our
operations and maintenance costs and repayments under any working capital
facility, to pay amounts due on the Bonds and our other debt when due. The Bonds
and permitted senior debt will be paid out of the same funds without any
precedence over each other. However, payments in respect of the principal amount
of reimbursement obligations under the debt service reserve letter of credit and
the power purchase agreement letter of credit, prior to a trigger event or the
conversion of these obligations into debt service reserve term loans, debt
service reserve bonds or power purchase agreement term loans, will be made in a
lower order of priority than payments of principal of the Bonds and other senior
debt. The Bonds and permitted senior debt is entitled to the benefit of the
liens on the collateral securing their repayment. Operating and maintenance
expenses of the Facility and repayments under any working capital facility are
generally payable before debt service with respect to the Bonds.

The Bonds and our other senior debt are secured only by (1) our rights in our
project, (2) a lien on the partnership interests in the partnership and (3) the
revenue bonds issued by the Authority and the related lien on our project assets
owned by the Authority and securing its revenue bonds. In certain circumstances,
the ability of the collateral agent to foreclose on the collateral upon the
occurrence of a trigger event or otherwise under the financing documents will be
subject to perfection and priority issues and to practical problems associated
with realization of the security interest. These types of issues and problems
are associated with, among other things, the effect a bankruptcy of the
partnership


                                       15
<PAGE>

would have on the rights and remedies of its creditors (including the collateral
agent), the possible unenforceability of any assignment of rents prior to taking
possession of the mortgaged property, of allowing the conducting of more than
one sale of the project's real property or of waivers or advance consents that
have the effect of marshalling of assets and the possible lack of assignability
of licenses, permits and the like, as well as general principles of equity
governing the availability of certain remedies and waivers. As a general matter,
all of the project's collateral could be affected by these issues and problems.

We cannot assure you that, if we default on the payments due on the Bonds and
you foreclose on and sell our project, you will receive sufficient proceeds to
pay all amounts that we owe you on the Bonds. In addition, there are certain
assets comprising our project, such as permits, that you may not be able to
effectively foreclose upon without the consent of a third party, such as a
governmental authority. We cannot assure you that if you try to foreclose on our
assets, you will get all of the third party approvals necessary to operate our
project.


WE MAY INCUR ADDITIONAL DEBT, OR BE REQUIRED TO MAKE PAYMENTS TO REIMBURSE DRAWS
UNDER LETTERS OF CREDIT, THAT COULD ADVERSELY AFFECT YOU.

We are permitted to incur additional indebtedness under the common agreement,
including additional series of bonds, to pay for certain capital improvements
and expansions of the Facility and for other purposes. Certain types of this
permitted indebtedness may rank equally in payment with the Bonds and could
result in lower debt service coverage ratios and cash available to pay amounts
due on the Bonds. In addition, this indebtedness would share in the collateral
that secures the Bonds. This may reduce the benefits of the collateral to you
and your ability to control certain actions taken with respect to the
collateral.

We have arranged for a debt service reserve letter of credit to fund the debt
service reserve account. In addition, in order to secure our obligations under
the Power Purchase Agreement, we have provided the power purchase agreement
letter of credit to PECO. If either letter of credit is drawn upon, we will be
required to reimburse the banks that provided it. The payment of interest in
respect of drawings on both the power purchase agreement letter of credit and
the debt service reserve letter of credit will be made at the same level of
priority as payments of interest in respect of the Bonds. In certain
circumstances, payments of the principal amount of drawings under the debt
service reserve letter of credit and the power purchase agreement letter of
credit will be made at the same level of priority as payments on the principal
amount of the Bonds. There can be no assurance that the revenues of our project
or otherwise would be sufficient to cover these increases in debt service
payments. The banks providing the debt service reserve letter of credit and the
power purchase agreement letter of credit are secured on an equal basis with the
Bonds by a lien on and security interest in the collateral.


ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Bonds were issued at a 9.50% fixed rate of interest and as a result we are
not exposed to market risk associated with an increase in interest rates. The
unspent proceeds from the Bonds are invested in cash and cash equivalents and
short-term securities (collectively "short-term investments") with fixed rates
of interest for periods of up to six months. As these short-term investments
mature, the proceeds are either spent on construction of the Facility or
reinvested in other short-term investments. If short-term interest rates
decrease, the interest we earn on these short-term investments would decrease
accordingly. However, we would not expect any such decrease in the interest
earned on short-term investments to have a material adverse effect on our
results of operations.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

All financial statements filed as part of this report are attached to this
Annual Report on Form 10-K following the Signature Page and reference is made
thereto.


ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

Not applicable.


                                       16
<PAGE>


                                    PART III


ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

MANAGEMENT OF THE PARTNERSHIP

We are a Delaware limited partnership. Under our partnership agreement (the
"Partnership Agreement"), Tenaska Georgia, Inc. ("TGI"), as managing general
partner, has the exclusive power and authority to direct and manage our affairs
and is responsible for our day-to-day management, which includes administration
of our project. Diamond Georgia, LLC is a general partner and Tenaska Georgia I,
L.P. is the limited partner under the Partnership Agreement.

Certain actions by the partnership may be taken with a simple majority of the
general partners, based on their respective ownership interests. Examples of
these types of actions include:

      -     approving budgets, and

      -     entering into, amending or terminating material project contracts.

Dissolution of the partnership requires unanimous approval of the general
partners, based on their respective ownership interests. Removal of the managing
general partner requires unanimous approval of all partners, excluding the vote
of the managing general partner to be removed. Also, mergers, reorganizations
and the incurrence of debt require unanimous approval of the general partners.


MANAGEMENT OF TENASKA GEORGIA, INC.


The following are officers of TGI:

HOWARD L. HAWKS, Chairman and Chief Executive Officer of Tenaska, Inc., has
served as Chairman, CEO and President of TGI since its formation in 1998. Prior
to forming Tenaska, Inc. in 1987, Mr. Hawks served in various management
positions at Enron Corp., formerly known as InterNorth Inc., for 21 years. He
served as president of three of its subsidiary groups, Northern Natural
Resources and Enron Development, Northern Liquid Fuels Group, and Northern
Plains Natural Gas Company. Mr. Hawks also serves on the board of the North
American Electric Reliability Council (NERC). He is a graduate of the University
of Nebraska, where he earned a Bachelor of Science degree in accounting and a
Master of Business Administration degree.

THOMAS E. HENDRICKS, Vice President of Business Development of Tenaska, Inc.,
has served as Vice President of TGI since its formation. Prior to co-founding
Tenaska, Inc., Mr. Hendricks was an executive with Enron Corp. and the Nebraska
Public Power District. He served as general manager of Northern Natural
Resources and Enron Development, a subsidiary of Enron Corp. Mr. Hendricks also
serves on the Board of Trustees of the Western Systems Coordinating Council. He
graduated from the University of Nebraska-Lincoln with a Bachelor of Science
degree in chemical engineering.

RONALD N. QUINN, Vice President, Chief Financial Officer and Secretary of
Tenaska, Inc., is Vice President, CFO and Secretary of TGI. Prior to joining
Tenaska, Inc. in 1988, Mr. Quinn was employed by a subsidiary of American
Express Company as Vice President of Business Development and held various
executive positions at Enron Corp. for 15 years and at Norwest Bank. Mr. Quinn
earned a Bachelor of Science degree in business administration and a Master of
Business Administration degree from Creighton University.

MICHAEL F. LAWLER, Vice President of Finance and Treasurer of Tenaska, Inc., is
Vice President and Treasurer of TGI. Prior to joining Tenaska, Inc. in 1991, Mr.
Lawler held positions as Senior Vice President, Finance/Information Systems of
Mercy Midlands; Owner and President of Missouri Valley Natural Gas; Assistant
Treasurer for InterNorth Inc., and as Controller for Northern Propane Gas. Mr.
Lawler earned a Bachelor of Science degree in business administration from
Creighton University and a Master of Business Administration degree from the
University of Iowa.

LARRY V. PEARSON, Vice President of Fuel Supply and Transportation for Tenaska,
Inc., serves as Vice President for TGI. Prior to joining Tenaska, Inc. in 1988,
Mr. Pearson was an executive at Enron Corp. for 15 years, where he held various


                                       17
<PAGE>

positions, including Senior Vice President, Enron Gas Supply; Vice President,
Gas Supply, Northern Natural Gas Company; and Vice President, Regulatory
Affairs, Northern Natural Gas Company. Mr. Pearson earned a Bachelor of Science
degree in mechanical engineering from the South Dakota School of Mines and
Technology and a Master of Business Administration degree from Creighton
University.

MICHAEL C. LEBENS, Vice President of Engineering for Tenaska, Inc., serves as
Vice President of TGI. Before joining Tenaska, Inc. in 1987, Mr. Lebens was
Director of Engineering for Enron Cogeneration Co. and Northern Natural
Resources, subsidiaries of Enron Corp. Mr. Lebens has also held positions at
Gibbs & Hill where he was Senior Mechanical Engineer and at Burns & McDonnell,
where he was responsible for mechanical design, specifications and engineering
estimates. Mr. Lebens earned his Bachelor of Science degree and a Master of
Science degree in mechanical engineering from the University of
Nebraska-Lincoln.


ITEM 11.    EXECUTIVE COMPENSATION

Not Applicable.


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following are the partners and their respective ownership interests and
their percentage share of net income or loss in the limited partnership:


<TABLE>
<CAPTION>
                                                                       Percentage Interest
                                       Percentage Interest (For       (For Allocation of Net
         Partner                     Equity Contribution Purposes)        Income or Loss)
--------------------------------     -----------------------------    ----------------------

<S>                                             <C>                        <C>
Diamond Georgia, LLC (General)                     .30%                       .30%
Tenaska Georgia, Inc. (General)                    .70                        .70
Tenaska Georgia I, L.P. (Limited)                99.00                      99.00
                                                ------                     ------
                                                100.00%                    100.00%
                                                ======                     =======
</TABLE>


Tenaska Georgia, Inc. ("TGI"), our managing general partner, is a wholly owned
subsidiary of Tenaska Energy, Inc., which is owned by individual shareholders.
TGI is also the managing general partner of Tenaska Georgia I, L.P. ("TGILP")
and owns a 1% general partner interest in TGILP. Diamond Georgia, LLC ("Diamond
Georgia") is an indirect wholly owned subsidiary of Mitsubishi Corporation
("Mitsubishi"). On April 20, 2000, Diamond Georgia acquired a 0.30% interest
from TGI's original 1% ownership interest in the partnership. In addition,
Mitsubishi acquired an indirect ownership interest of approximately 30% in
TGILP, through subsidiaries of its U.S. affiliate, Diamond Generating
Corporation. These acquisitions were effective January 1, 2000. The remaining
69% of TGILP consists of limited partner interests owned by Tenaska Energy, Inc.
and Tenaska Energy Holdings, LLC, which are owned by individual shareholders and
members.


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TENASKA OPERATIONS, INC.

Certain operation and maintenance services for our project are provided by
Tenaska Operations, Inc. (the "Operator"), which is a wholly owned subsidiary of
Tenaska, Inc. The Operator will provide services for the start-up,
commissioning, operation and maintenance of the Facility. Pursuant to the O&M
Agreement, we will pay the Operator for approved expenses. The Operator will
receive a fixed fee and may receive an incentive fee or an availability bonus or
may pay us an availability penalty on an annual basis based upon performance.
For further discussion of the O&M Agreement, see "Operations and Maintenance
Agreement" within Part I, Item 1.


                                       18
<PAGE>


LAND ARRANGEMENTS

Tenaska, Inc. has (a) sold to us by limited warranty deed its interest in 101.29
acres of land located in Heard County, Georgia for a price of $602,529, (b)
leased 13.13 acres of land to us on a triple net basis for use as a material and
equipment laydown area, at a base rental rate of $1,094 per month and for a term
expiring on December 31, 2002, (c) granted us a perpetual non-exclusive easement
over an easement area of up to eighty feet in width for utilities and access
over Tenaska, Inc.'s property and through the Georgia Transmission property, for
purposes of providing access to George Brown Road, in consideration for the
payment of $2,500 per acre of easement area, and (d) granted us a publicly
recorded option to acquire up to 8 acres of Tenaska, Inc.'s land for use by us
or our successors or assigns as an electric substation site for a purchase price
of $6,500 per acre, with an option exercise and closing period expiring December
31, 2001.

Following the transfer of Tenaska, Inc.'s interest in the 101.29 acres of land,
we granted Tenaska, Inc. a perpetual non-exclusive gas pipeline easement and
temporary construction easement across the same property in consideration for
the payment of $2,500 per acre of easement area. Thereafter, we transferred our
interest in the same 101.29 acres of land, and certain related easements, to the
Authority.


                                       19
<PAGE>


                                     PART IV


ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  (1)    Financial Statements

      The following financial statements filed as part of this report are
      attached to this Annual Report on Form 10-K following the Signature Page
      and reference is made thereto:

         TENASKA GEORGIA PARTNERS, L.P.

         Report of Independent Public Accountants

         Financial Statements:
           Balance Sheets--December 31, 2000 and 1999
           Statements of Operations for the Years Ended December 31, 2000
            and 1999
           Statements of Partners' Deficit for the Years Ended December 31,
            2000 and 1999
           Statements of Cash Flows for the Years Ended December 31, 2000
            and 1999
           Notes to Financial Statements--December 31, 2000 and 1999

    (2)     Financial Statement Schedules

      All schedules are omitted since the information is either not applicable
      or not required or because such information is included in the financial
      statements and notes thereto included in this Annual Report on Form 10-K.

    (3)     Exhibits

      Exhibit
      NUMBER                                    DESCRIPTION

         3.1*     Amended and Restated Partnership Agreement of Tenaska Georgia
                  Partners, L.P., dated as of October 29, 1999, between Tenaska
                  Georgia, Inc. and Tenaska Georgia I, L.P.

         4.1*     Indenture of Trust, dated as of November 1, 1999, among the
                  partnership, the Trustee and the Depositary Bank.

         4.2*     Collateral Agency and Intercreditor Agreement, dated as of
                  November 1, 1999, among the partnership, the Trustee, the
                  Development Authority Trustee, the Collateral Agent, the Debt
                  Service Reserve Letter of Credit Provider, the Power Purchase
                  Agreement Letter of Credit Provider and the Depositary Bank.

         4.3*     Form of bonds, dated November 10, 1999, evidencing 9.50%
                  Senior Secured Bonds of the partnership due 2030 in the
                  principal amount of $275,000,000.

         4.4*     Assignment and Security Agreement, dated as of November 1,
                  1999, between the partnership and the Collateral Agent.

         4.5*     General Partner Pledge and Security Agreement, dated as of
                  November 1, 1999, between Tenaska Georgia, Inc. and the
                  Collateral Agent.

         4.6*     Limited Partner Pledge and Security Agreement, dated as of
                  November 1, 1999, between Tenaska Georgia I, L.P. and the
                  Collateral Agent.

         4.7*     Exchange and Registration Rights Agreement, dated as of
                  November 10, 1999, between the partnership and the initial
                  purchasers of the old bonds.

         4.8*     Leasehold Deed to Secure Debt, Assignment of Rents and Leases
                  and Security Agreement dated as of November 10, 1999 by the
                  partnership to the Collateral Agent.


                                       20
<PAGE>


         4.9*     Consent and Agreement, dated as of November 10, 1999, among
                  the Power Purchaser, the Collateral Agent and the partnership.

         4.10*    Consent and Agreement, dated as of November 10, 1999, among
                  the Georgia Power Company, the Collateral Agent and the
                  partnership.

         4.11*    Consent and Agreement, dated as of November 10, 1999, among
                  the Zachry Construction Corporation, the Collateral Agent and
                  the partnership (with respect to the EPC Contract).

         4.12*    Consent and Agreement, dated as of November 10, 1999, among
                  H.B. Zachry Company, the Collateral Agent and the partnership.

         4.13*    Consent and Agreement, dated as of November 10, 1999, among
                  Tenaska Operations, Inc., the Collateral Agent and the
                  partnership (with respect to the Operations & Maintenance
                  Agreement).

         4.14*    Consent and Agreement, dated as of November 10, 1999, among
                  Heard County Water Authority, the Collateral Agent and the
                  partnership.

         4.15*    Consent and Agreement, dated as of November 10, 1999, among
                  Transcontinental Gas Pipe Line Corporation, the Collateral
                  Agent and the partnership.

         4.16*    Consent and Agreement, dated as of November 10, 1999, among
                  General Electric Company, the Collateral Agent and the
                  partnership.

         4.17*    Consent to Assignment, dated as of November 10, 1999, among
                  Willbros Engineers, Inc., the Collateral Agent and the
                  partnership.

         4.18*    Consent to Assignment, dated as of November 10, 1999, among
                  Willbros Group, Inc., the Collateral Agent and the
                  partnership.

         4.19*    Indenture of Trust, dated as of November 1, 1999, between The
                  Development Authority of Heard County, Georgia ("DAHC") and
                  The Chase Manhattan Bank, as Trustee.

         4.20*    Development Authority Bonds, dated November 10, 1999,
                  evidencing $275,000,000 Taxable Industrial Development Revenue
                  Bonds, Series 1999, issued by the Development Authority under
                  the Development Authority Indenture.

         4.21*    Lease Agreement, dated as of November 1, 1999, between the
                  partnership and The Development Authority of Heard County,
                  Georgia.

         4.22*    Deed to Secure Debt, Security Agreement and Assignment of
                  Rents and Leases, dated as of November 1, 1999 by DAHC in
                  favor of the DAHC Trustee.

         4.23*    Guaranty Agreement, dated as of November 1, 1999, between the
                  partnership and the DAHC Trustee for DAHC Bonds.

         4.24*    Debt Service Reserve Letter of Credit and Reimbursement
                  Agreement, dated as of November 10, 1999, among the
                  partnership, the DSR LOC Provider and the Banks named therein.

         4.25*    Equity Contribution Agreement, dated as of November 1, 1999,
                  among the partnership, the Contributing Partners and the
                  Collateral Agent.

         4.26*    Agreement as to Certain Undertakings, Common Representations,
                  Warranties, Covenants and Other Terms, dated as of November 1,
                  1999, among the partnership, the Trustee, the DSR LOC Agent,
                  the Power Purchase Agreement LOC Agent and the Collateral
                  Agent.

         4.27*    Power Purchase Agreement Letter of Credit.

         4.28*    Tenaska Georgia I, L.P. Letter of Credit.

         4.29*    Tenaska Georgia, Inc. Letter of Credit.

         10.1*    H.B. Zachry Company Guaranty of Obligation dated as of October
                  22, 1999 made by H.B. Zachry Company in favor of the
                  partnership.

         10.2*    EPC Contractor Performance Bond and Payment Bond.

         10.3*+   Power Purchase Agreement, dated August 24, 1999, between the
                  partnership and the Power Purchaser.


                                       21
<PAGE>


         10.4*+   Engineering, Procurement and Construction Agreement, dated as
                  of September 15, 1999 (the "EPC Contract"), as amended,
                  between the partnership (as assignee of Tenaska Georgia I,
                  L.P.) and the EPC Contractor.

         10.4.1*  First Amendment, dated as of October 8, 1999, to the
                  Engineering, Procurement and Construction Agreement between
                  the partnership (as assignee of Tenaska Georgia I, L.P.) and
                  the EPC Contractor.

         10.4.2*  Option 5 - Substation Switchyard, exercised by the partnership
                  on October 20, 1999.

         10.4.3*  Agreement for Assignment and Assumption of EPC Contract to the
                  partnership, dated November 10, 1999, between Tenaska Georgia
                  I, L.P. and the partnership.

         10.5*    Guaranty of Obligation, dated as of September 23, 1999,
                  between Willbros Group, Inc. and the partnership.

         10.6*    Operations and Maintenance Agreement, dated as of September
                  10, 1999, as amended, between the partnership and Tenaska
                  Operations, Inc.

         10.6.1*  Amendment, dated as of October 26, 1999, to the Operations and
                  Maintenance Agreement, between the partnership and Tenaska
                  Operations, Inc.

         10.6.2*  Second Amendment, dated as of November 4, 1999, to the
                  Operations and Maintenance Agreement, between the partnership
                  and Tenaska Operations, Inc.

         10.7*    Interconnection Agreement, dated as of October 19, 1999,
                  between the partnership and Georgia Power Company.

         10.8*+   Fixed Price Engineering, Procurement and Construction
                  Services Agreement, dated September 23, 1999, between the
                  partnership and Willbros Engineers, Inc.

         10.9*    Interconnect, Reimbursement and Operating Agreement, dated as
                  of August 18, 1999, between the partnership and the
                  Transcontinental Gas Pipe Line Corporation.

         10.10*   Water Purchase Agreement, dated February 25, 1999, between the
                  partnership and the Heard County Water Authority.

         10.11*+  Contract for Purchase, dated as of August 27, 1999, between
                  General Electric and the partnership, as assignee of Tenaska
                  Georgia I, L.P.

         10.11.1* Agreement for Assignment and Assumption of Turbine Contract to
                  the partnership, dated as of November 10, 1999, between
                  Tenaska Georgia I, L.P. and the partnership.

         10.11.2* Agreement for Assignment and Assumption of Turbine Contract to
                  the partnership, dated as of November 10, 1999, between Zachry
                  Construction Corporation and the partnership.

         10.12*   Ground Lease, dated as of November 10, 1999 between the
                  partnership and Tenaska Georgia, Inc.

         10.13*   Short Form Ground Lease Agreement, dated November 10, 1999
                  between the partnership and Tenaska Georgia, Inc.

         10.14*   Access and Utility Easement Agreement, dated November 10, 1999
                  between the partnership and Tenaska Georgia, Inc.

         10.15*   Electric Substation Site Option Agreement, dated November 10,
                  1999 between the partnership and Tenaska Georgia, Inc.

         10.16*   Natural Gas Pipeline Right-of-Way, dated November 2, 1999
                  between the partnership and Great Northern Nekoosa
                  Corporation.

         10.17*   Perpetual Right-of-Way and Easement Agreement, dated November
                  1, 1999 between the partnership and Charles Goodson.

         10.18*   Perpetual Right-of-Way and Easement Agreement, dated November
                  1, 1999 between the partnership and Tenaska Georgia, Inc.

         10.19*   Construction Easement Agreement, dated October 8, 1999 between
                  the partnership and Inland Paperboard and Packaging, Inc.


                                       22
<PAGE>


         10.20*   Easement Agreement, dated November 2, 1999 among the
                  partnership, Susan Lynn Payne a and Robert Charles Payne.

         10.21*   Non-Interference and Cross Indemnity Agreement, dated as of
                  November 10, 1999 between Tenaska Georgia, Inc. and the
                  partnership.

         10.22*   Power Purchase Agreement Letter of Credit and the
                  Reimbursement Agreement, dated as of November 10, 1999, among
                  the partnership, the Power Purchase Agreement LOC Provider and
                  the Banks named therein.

         10.23*   Agreement Regarding Ad Valorem Taxation, dated as of July 30,
                  1999, among the partnership, the Board of Commissioners of
                  Heard County, and the Board of Tax Assessors of Heard County.

         10.24*+  Long Term Parts & Long Term Service Contract, dated June 24,
                  1999, between General Electric International, Inc. and the
                  partnership, as assignee of Tenaska, Inc.

         10.24.1* Agreement for Assignment and Assumption of LTSA to Tenaska
                  Georgia I, dated November 10, 1999, between Tenaska, Inc. and
                  Tenaska Georgia I, L.P.

         10.24.2* Agreement for Assignment and Assumption of LTSA to Tenaska
                  Georgia, dated November10, 1999, between Tenaska Georgia I,
                  L.P. and the partnership.

         24.1     Power-of-Attorney (contained on the Signature Page in this
                  Annual Report on Form 10-K).

         99.1     Portions of the Registrant's Prospectus filed pursuant to Rule
                  424(b)(3) under the Securities Act of 1933 (attached to
                  this Annual Report on Form 10-K following the Financial
                  Statements).


 -------------------------------------------------------------------------------

         * Incorporated herein by reference to similarly numbered exhibits to
           the Registration Statement on Form S-4 of Tenaska Georgia Partners,
           L.P. (Reg. No. 333-96239), filed with the Securities and Exchange
           Commission.

         + The Registrant has been granted confidential treatment under the
           Securities Act of 1933 for certain information identified in this
           Exhibit.


(b)  Reports on Form 8-K

     None.


                                       23
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Omaha, State of Nebraska on the 30th day of March, 2001.

                              TENASKA GEORGIA PARTNERS, L.P.
                              a Delaware limited partnership

                              By: TENASKA GEORGIA, INC.
                              a Delaware corporation, as General Partner of
                              Tenaska Georgia Partners, L.P.


                              By: /s/ MICHAEL F. LAWLER
                                  --------------------------------------
                                  Michael F. Lawler
                                  Vice President of Finance and Treasurer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Michael F. Lawler and Jerry K. Crouse, or
either of them, as his or her true and lawful attorney-in-fact, each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this Annual Report on Form 10-K, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact, jointly and
severally, full power and authority to do and perform each in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, jointly
and severally, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.


SIGNATURE                    TITLE                                   DATE
---------                    -----                                   ----



s/ HOWARD L. HAWKS           Director, Tenaska Georgia, Inc.    March 30, 2001
-------------------------
Howard L. Hawks



/s/ THOMAS E. HENDRICKS      Director, Tenaska Georgia, Inc.    March 30, 2001
-------------------------
Thomas E. Hendricks



/s/ RONALD N. QUINN          Director, Tenaska Georgia, Inc.    March 30, 2001
-------------------------
Ronald N. Quinn



/S/ JOHN T. REED             Director, Tenaska Georgia, Inc.    March 30, 2001
-------------------------
John T. Reed


                                24
<PAGE>

                                       F-1
                         TENASKA GEORGIA PARTNERS, L.P.
                            FINANCIAL STATEMENT INDEX

<TABLE>
<CAPTION>

                                                                                    PAGE
                                                                                    ----

<S>                                                                                  <C>
Report of Independent Public Accountants                                             F-2

Balance Sheets--December 31, 2000 and 1999                                           F-3

Statements of Operations for the Years Ended December 31, 2000 and 1999              F-4

Statements of Partners' Deficit for the Years Ended December 31, 2000 and 1999       F-5

Statements of Cash Flows for the Years Ended December 31, 2000 and 1999              F-6

Notes to Financial Statements--December 31, 2000 and 1999                            F-7

</TABLE>



                                       F-1
<PAGE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Tenaska Georgia Partners, L.P.:

We have audited the accompanying balance sheets of Tenaska Georgia Partners,
L.P. (a Delaware limited partnership in the development stage) as of December
31, 2000 and 1999, and the related statements of operations, partners' deficit
and cash flows for the years then ended and for the period from inception (April
16, 1998) to December 31, 2000. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tenaska Georgia Partners, L.P.
as of December 31, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended and for the period from inception to December 31,
2000, in conformity with accounting principles generally accepted in the United
States.


                                                ARTHUR ANDERSEN LLP


Omaha, Nebraska
February 16, 2001


                                      F-2
<PAGE>


TENASKA GEORGIA PARTNERS, L.P.
(A Development Stage Limited Partnership)

Balance Sheets--December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                 2000                  1999
                                            -------------         ------------
<S>                                            <C>                  <C>
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                $  48,524,392        $  40,225,109

   Short-term investments                      69,999,618          163,621,403

   Restricted cash and short-term              20,850,132           37,516,471
    investments
   Interest receivable                          1,380,857            1,780,090

   Prepaid insurance                              721,576            1,027,243

   Inventory                                    2,433,202                 --
                                            -------------        -------------

         Total current assets                 143,909,777          244,170,316
                                            -------------        -------------

DEVELOPMENT WORK IN PROGRESS                  119,428,053           20,056,087
                                            -------------        -------------


PLANT AND EQUIPMENT, at cost:
   Land                                           602,529              602,529

   Other                                           49,110                 --
                                            -------------        -------------
         Total plant and equipment                651,639              602,529
                                            -------------        -------------


OTHER ASSETS:
   Contract costs                               5,853,760            2,235,490

   Gas pipeline costs                           2,768,266                 --

   Deferred finance charges                     4,720,463            4,190,156
                                            -------------        -------------

         Total other assets                    13,342,489            6,425,646
                                            -------------        -------------
         Total assets                       $ 277,331,958        $ 271,254,578
                                            =============        =============


LIABILITIES AND PARTNERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable                         $   5,111,626        $     264,706

   Payable to affiliate                            96,338               53,698

   Accrued interest payable                    10,885,417            3,628,472
                                            -------------        -------------

         Total current liabilities             16,093,381            3,946,876
                                            -------------        -------------


CONTRACT RETAINAGE PAYABLE                      1,938,825               86,501
                                            -------------        -------------


LONG-TERM DEBT                                275,000,000          275,000,000
                                            -------------        -------------

         Total liabilities                    293,032,206          279,033,377
                                            -------------        -------------


COMMITMENTS AND CONTINGENCIES

PARTNERS' DEFICIT:
   Diamond Georgia, LLC                           (23,764)                --

   Tenaska Georgia, Inc.                         (133,238)             (77,788)

   Tenaska Georgia I, L.P.                    (15,543,246)          (7,701,011)
                                            -------------        -------------

         Total partners' deficit              (15,700,248)          (7,778,799)
                                            -------------        -------------

         Total liabilities and partners'    $  277,331,958       $ 271,254,578
         deficit                            ==============       =============

</TABLE>

The accompanying notes are an integral part of these balance sheets.


                                      F-3
<PAGE>


TENASKA GEORGIA PARTNERS, L.P.
(A Development Stage Limited Partnership)

Statements of Operations
For the Years Ended December 31, 2000 and 1999


<TABLE>
<CAPTION>

                                                                                Cumulative
                                                                                   From
                                             2000                 1999           Inception
                                           ----------         -------------    ------------
<S>                                        <C>                 <C>             <C>
EXPENSES:
   Start-Up Costs:
     Management fees and expenses          $       --          $  3,524,129    $  3,524,129

     Professional and consulting fees              --             2,626,098       2,626,098

     General and administrative expenses           --               161,214         161,214

     Other expenses                                --                81,037          81,037
                                           ------------        ------------    ------------

        Total operating expenses                   --             6,392,478       6,392,478
                                           ------------        ------------    ------------


INTEREST EXPENSE:
   Interest expense                          26,197,570           3,628,472      29,826,042

   Interest expense capitalized              (5,708,237)           (219,059)     (5,927,296)
                                           ------------        ------------    ------------

   Interest expense, net                     20,489,333           3,409,413      23,898,746
                                           ------------        ------------    ------------


INVESTMENT INCOME                            12,567,884           2,023,092      14,590,976
                                           ------------        ------------    ------------


NET LOSS TO PARTNERS ACCUMULATED DURING
   THE DEVELOPMENT STAGE                   $ (7,921,449)       $ (7,778,799)   $(15,700,248)
                                           =============       =============   =============

</TABLE>


The accompanying notes are an integral part of these statements.


                                      F-4
<PAGE>


TENASKA GEORGIA PARTNERS,L.P.
(A Development Stage Limited Partnership)

Statements of Partners' Deficit
For the Years Ended December 31, 2000 and 1999


<TABLE>
<CAPTION>

                                Diamond        Tenaska         Tenaska
                              Georgia, LLC   Georgia, Inc.  Georgia I, L.P.     Total
                              ------------   -------------  ---------------  -------------


<S>                          <C>             <C>             <C>             <C>
BALANCE, January 1, 1999      $       --      $       --      $       --      $       --
   Net loss to partners
   accumulated during the
   development stage                  --           (77,788)     (7,701,011)     (7,778,799)
                              ------------    ------------    ------------    ------------

BALANCE, December 31, 1999            --           (77,788)     (7,701,011)     (7,778,799)
   Net loss to partners
   accumulated during the
   development stage               (23,764)        (55,450)     (7,842,235)     (7,921,449)
                              ------------    ------------    ------------    ------------

BALANCE, December 31, 2000    $    (23,764)   $   (133,238)   $(15,543,246)   $(15,700,248)
                              ============    ============    ============    ============
</TABLE>



The accompanying notes are an integral part of these statements.


                                      F-5
<PAGE>



TENASKA GEORGIA PARTNERS, L.P.
(A Development Stage Limited Partnership)

Statements of Cash Flows
For the Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                       Cumulative
                                                                                          From
                                                        2000              1999         Inception
                                                   --------------    -------------   -------------
<S>                                                <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss to partners accumulated during the
    development stage                              $  (7,921,449)   $  (7,778,799)   $ (15,700,248)
   Adjustments to reconcile net loss to partners
    accumulated during the development stage
    to net cash from operating activities-
      Decrease (increase) in short-term
       investments                                    93,621,785     (163,621,403)     (69,999,618)
      Decrease (increase) in restricted cash
       and short-term investments                     16,666,339      (37,516,471)     (20,850,132)
      Decrease (increase) in interest
       receivable                                        399,233       (1,780,090)      (1,380,857)
      Decrease (increase) in prepaid insurance           305,667       (1,027,243)        (721,576)
      Increase in inventory                           (2,433,202)            --         (2,433,202)
      Increase in accounts payable                     2,251,302          264,706        2,516,008
      Increase in payable to affiliate                    42,640           53,698           96,338
      Increase in contract retainage payable           1,852,324           86,501        1,938,825
      Increase in accrued interest payable             7,256,945        3,628,472       10,885,417
                                                   -------------    -------------    -------------
       Total adjustments                             119,963,033     (199,911,830)     (79,948,797)
                                                   -------------    -------------    -------------
       Net cash from operating activities            112,041,584     (207,690,629)     (95,649,045)
                                                   -------------    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Development work in progress                      (96,787,257)     (20,056,087)    (116,843,344)
   Contract costs                                     (3,618,270)      (2,235,490)      (5,853,760)
   Gas pipeline costs                                 (2,757,357)            --         (2,757,357)
   Purchase of plant and equipment                       (49,110)        (602,529)        (651,639)
                                                   -------------    -------------    -------------

       Net cash from investing activities           (103,211,994)     (22,894,106)    (126,106,100)
                                                   -------------    -------------    -------------


CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of long-term debt                 --        275,000,000      275,000,000
   Deferred finance charges                             (530,307)      (4,190,156)      (4,720,463)
                                                   -------------    -------------    -------------

       Net cash from financing activities               (530,307)     270,809,844      270,279,537
                                                   -------------    -------------    -------------


NET INCREASE IN CASH AND CASH EQUIVALENTS              8,299,283       40,225,109       48,524,392

CASH AND CASH EQUIVALENTS, beginning of period        40,225,109             --               --
                                                   -------------    -------------    -------------

CASH AND CASH EQUIVALENTS, end of period           $  48,524,392    $  40,225,109    $  48,524,392
                                                   =============    =============    =============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
   Cash paid for interest, net of amounts
   capitalized                                     $  13,232,388    $        --      $  13,013,329

</TABLE>

SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
   Excluded from the increase in accounts payable, development work in progress
   and gas pipeline costs are accrued costs of $2,584,709 capitalized as
   development work in progress and $10,909 capitalized as gas pipeline costs
   as of December 31, 2000.

The accompanying notes are an integral part of these statements.


                                      F-6
<PAGE>


   TENASKA GEORGIA PARTNERS, L.P.
   (A Development Stage Limited Partnership)

   Notes to financial statements
   December 31, 2000 and 1999



1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   ORGANIZATION

   Tenaska Georgia Partners, L.P. (the Limited Partnership) was formed on April
   16, 1998, to develop, finance, construct, lease, operate and maintain a 936
   megawatt, natural gas-fired electric generation peaking facility (the
   Facility) located in Heard County, Georgia. The Facility will generate
   electric power for sale and the Limited Partnership expects to incur costs of
   approximately $310,500,000 to complete the Facility. The Limited Partnership
   was inactive prior to calendar year 1999 and commenced development activities
   during such year. The Limited Partnership is scheduled to terminate December
   31, 2050.

   The following are the partners and their respective ownership interests and
   their percentage share of net income or loss:

<TABLE>
<CAPTION>

                                                                        Percentage Interest
                                           Percentage Interest (For     (For Allocation of Net
                 Partner               Equity Contribution Purposes)      Income or Loss)
   ------------------------------      -----------------------------   ------------------------

<S>                                             <C>                         <C>
   Diamond Georgia, LLC (General)                  .30%                        .30%
   Tenaska Georgia, Inc. (General)                 .70                         .70
   Tenaska Georgia I, L.P. (Limited)             99.00                       99.00
                                                -------                     -------
                                                100.00%                     100.00%
                                                =======                     =======

</TABLE>

   The Partners have committed to fund up to $35,500,000 of equity and the
   Limited Partnership has issued senior secured bonds for $275,000,000 to fund
   construction of the Facility.

   The day-to-day management of the affairs of the Limited Partnership,
   including preparation and maintenance of the financial and other records and
   books of account of the Limited Partnership and supervision of the ongoing
   operations of the facilities, loan administration and activities of the
   Limited Partnership, are the responsibility of the managing partner (Tenaska
   Georgia, Inc.) subject to the direction of the Executive Review Committee.
   Tenaska Georgia, Inc. does not have the authority to incur any obligations or
   liabilities on behalf of the Limited Partnership, except as approved by the
   Executive Review Committee.

   On April 20, 2000, Diamond Georgia, LLC, an indirect wholly owned subsidiary
   of Mitsubishi Corporation (Mitsubishi), acquired a 0.30 percent interest from
   Tenaska Georgia, Inc.'s original 1.0 percent ownership interest in the
   Limited Partnership. In addition, Mitsubishi acquired an indirect ownership
   interest of approximately 30 percent in Tenaska Georgia I, L.P., through
   subsidiaries of its U.S. affiliate, Diamond Generating Corporation.
   These acquisitions were effective January 1, 2000.


                                      F-7
<PAGE>



   TENASKA GEORGIA PARTNERS, L.P.
   (A Development Stage Limited Partnership)

   Notes to financial statements
   December 31, 2000 and 1999



   USE OF ESTIMATES

   The preparation of these financial statements required the use of certain
   estimates by management in determining the Limited Partnership's assets,
   liabilities, revenue and expenses. Actual results could differ from those
   estimates.

   FINANCIAL STATEMENT PRESENTATION

   At December 31, 2000 and 1999, the Limited Partnership was a development
   stage enterprise as defined in Financial Accounting Standards Board Statement
   No. 7 "Accounting and Reporting by Development Stage Enterprises."

   SHORT-TERM INVESTMENTS

   Short-term investments consist of investments in commercial paper with
   maturities of less than one year.

   RESTRICTED CASH AND SHORT-TERM INVESTMENTS

   Restricted cash and short-term investments consist of cash, cash equivalents
   and short-term investments that are restricted specifically for interest
   payments on the Limited Partnership's long-term debt.

   DEFERRED FINANCE CHARGES

   During the development phase, the Limited Partnership incurred charges and
   fees necessary to obtain financing. These costs have been capitalized and
   deferred and upon completion of construction, will be amortized to expense
   over the term of the related debt (see Note 4) using the bonds outstanding
   method.

   CONTRACT COSTS

   The Limited Partnership incurred direct costs associated with its contract to
   supply power (see Note 5). These costs were capitalized and will be amortized
   to expense over the term of the power contract once operations commence.

   INCOME TAXES

   The Limited Partnership has no liability for income taxes. Income is taxed to
   the partners based on their proportionate share of the Limited Partnership's
   taxable income. Therefore, no provision or liability for income taxes has
   been included in the accompanying financial statements.


                                      F-8
<PAGE>


   TENASKA GEORGIA PARTNERS, L.P.
   (A Development Stage Limited Partnership)

   Notes to financial statements
   December 31, 2000 and 1999



   PREPAID INSURANCE

   The Limited Partnership has a prepaid for general liability insurance, excess
   general liability insurance, umbrella liability insurance and business
   interruption insurance coverage. This prepayment is being amortized on a
   straight-line basis over the term of the policies. The amortization of the
   prepayments is being capitalized as contract costs until the plant produces
   energy.

   RISKS AND UNCERTAINTIES

   The Limited Partnership is subject to several risks, including but not
   limited to, risks associated with the cost and timely construction of the
   Facility, the nature of and reliance on long-term contractual obligations
   with various third parties, the ability to operate the Facility in order to
   meet long-term contractual obligations, regulatory risks and other
   uncertainties in the power industry.


   START-UP COSTS

   The Limited Partnership incurred start-up costs such as management fees,
   professional and consulting fees, and other costs during the period. These
   items were expensed in the accompanying statement of operations in accordance
   with the AICPA's Statement of Position 98-5 "Reporting on the Costs of
   Start-Up Activities."

   STATEMENT OF CASH FLOWS

   The Limited Partnership considers cash and cash equivalents to be all highly
   liquid securities purchased with an original maturity date of three months or
   less. Due to their short-term maturities, the fair value of the cash
   equivalents, short-term investments and restricted short-term investments
   approximates their book value.

2  TRANSACTIONS WITH AFFILIATES

   As of December 31, 2000 and 1999, the Limited Partnership had a payable to
   Tenaska Georgia, Inc. of $96,338 and $53,698, respectively. During the years
   ended December 31, 2000 and 1999, billings from Tenaska Georgia, Inc. to the
   Limited Partnership for services provided as managing general partner and
   reimbursable expenses were $1,445,372 and $6,985,185, respectively. During
   2000, the $1,445,372 was capitalized as contract costs. During 1999,
   $6,392,478 was expensed as start-up costs, $503,373 was capitalized as
   contract costs and $89,334 was capitalized as land.

   The Limited Partnership Agreement provides for the payment of an annual fee
   of $599,000 to the General Partner commencing on January 1, 2010, and on each
   subsequent anniversary date escalating five percent annually until the
   operation of the Facility terminates.


                                      F-9
<PAGE>


   TENASKA GEORGIA PARTNERS, L.P.
   (A Development Stage Limited Partnership)

   Notes to financial statements
   December 31, 2000 and 1999



   On September 10, 1999, the Limited Partnership entered into the Operations
   and Maintenance Agreement (O&M Agreement) with an affiliate, Tenaska
   Operations, Inc. (the Operator). The Operator will provide services for the
   start-up, commissioning, operation and maintenance of the Facility. The
   Operator will receive a fixed fee, may receive an incentive fee, may receive
   an availability bonus or may pay an availability penalty on an annual basis.

3  DEVELOPMENT WORK IN PROGRESS

   In 1999, the Limited Partnership entered into an Engineering, Procurement and
   Construction Agreement (EPC Agreement) with Zachry Construction Corporation
   (Zachry) to design, engineer, procure, expedite and supply all labor,
   materials (including the gas turbines), supervision and tools for the
   construction of the electric generation plant for a total guaranteed lump-sum
   price of $229,064,832.

   In 1999, the Limited Partnership entered into a contract with General
   Electric Company (GE) for the purchase of six gas turbines. This turbine
   contract was assigned to Zachry on November 10, 1999. The turbine contract
   specifies shipment and delivery date obligations for the six gas turbines
   ranging from September 30, 2000 through December 1, 2001. The EPC Agreement
   requires that the first three gas turbine units (Initial Units) be completed
   for commercial operation by June 1, 2001, and the second three gas turbine
   units be completed for commercial operation by June 1, 2002.

   Zachry is to pay liquidated damages if commercial operation is not achieved
   by specific dates or if the performance of the Facility does not meet minimum
   contractual requirements. The aggregate liability for late completion and/or
   performance shortfalls is limited to 30 percent of the guaranteed lump-sum
   price.

   As of December 31, 2000, the Limited Partnership has incurred costs of
   $111,536,959 under the terms of the EPC Agreement. This amount has been
   capitalized and is included in the balance sheets as development work in
   progress.

   In 1999, the Limited Partnership entered into a separate agreement with
   Willbros Engineers, Inc. to construct a natural gas pipeline from the
   Facility to an interconnection point with a regional natural gas pipeline. As
   of December 31, 2000, the Limited Partnership has incurred costs of
   $2,768,266 under the terms of this agreement. This amount has been
   capitalized and is included in the balance sheets as gas pipeline costs.



4  LONG-TERM DEBT

   On November 10, 1999, the Limited Partnership completed a private offering of
   $275 million of 9.5 percent fixed rate Senior Secured Bonds (Bonds) with a
   final maturity date of February 1, 2030. On August 31, 2000, the Limited
   Partnership completed the bond exchange whereby the holders of the Bonds
   exchanged their bonds for new bonds registered under the Securities Act of
   1933.


                                      F-10
<PAGE>


   TENASKA GEORGIA PARTNERS, L.P.
   (A Development Stage Limited Partnership)

   Notes to financial statements
   December 31, 2000 and 1999



   In order to receive certain tax incentives, the Limited Partnership entered
   into a conduit financing arrangement with the Development Authority of Heard
   County (the Authority). The Authority owns the Facility, the facility site
   and certain related infrastructure facilities and easements (collectively,
   the Properties). The Limited Partnership used the proceeds from the Bonds to
   purchase certain revenue bonds issued by the Authority and enter into a lease
   agreement with the Authority.

   Under the lease agreement, the Authority leases the Properties to the Limited
   Partnership and the Limited Partnership has agreed to make rent payments
   sufficient to pay, when due, the principal of and interest on the revenue
   bonds issued by the Authority. The revenue bonds are secured by a mortgage on
   the Properties. The Limited Partnership has guaranteed the payment
   obligations of the Authority on its revenue bonds. The revenue bonds have
   been issued in the same principal amount as, and bear interest at the same
   rate as the Bonds and are redeemable at the option of the Limited
   Partnership. The Authority transferred the proceeds of the revenue bonds into
   a special construction fund, which will be used to fund construction and
   related costs of the Facility. Upon payment in full on the revenue bonds, the
   Properties will be conveyed to the Limited Partnership.

   Interest on the Bonds is payable semiannually in arrears on each February 1
   and August 1, commencing August 1, 2000. Principal payments on the Bonds will
   also be each February 1 and August 1, commencing February 1, 2006. Interest
   paid during 2000 was $18,940,625.

   The Bonds have various restrictive covenants related to, among other things,
   maintenance of a specified debt coverage ratio, maintenance of specified
   levels of reserve account balances (which may be satisfied by using letters
   of credit), limitations on additional debt and lease obligations, mergers,
   sale or purchase of assets, and restrictions on certain payments. The Limited
   Partnership was in compliance with all covenants that were operative as of
   December 31, 2000.

   Net interest expense during the years ended December 31, 2000 and 1999, was
   $20,489,333 and $3,409,413, respectively. Interest capitalized as Development
   Work in Progress during the years ended December 31, 2000 and 1999, was
   $5,708,237 and $219,059, respectively.

   The estimated fair value represents the amount at which the Bonds could be
   exchanged in a current transaction between willing parties. At December 31,
   2000 and 1999, the carrying value of the Bonds approximated fair value.

   On November 10, 1999, The Toronto Dominion Bank (TD) issued a $15,000,000
   letter of credit to support the Limited Partnership's obligations under the
   power purchase agreement. This letter of credit increases to $25,000,000 on
   April 1, 2001. As of December 31, 2000 and 1999, no funds have been drawn. TD


                                      F-11
<PAGE>


   TENASKA GEORGIA PARTNERS, L.P.
   (A Development Stage Limited Partnership)

   Notes to financial statements
   December 31, 2000 and 1999



   may also issue a letter of credit up to a maximum of $16,000,000 for the
   Limited Partnership's debt service reserve (DSR) obligation. As of December
   31, 2000 and 1999, no DSR letter of credit has been issued.

   On November 4, 1999, The First National Bank of Omaha (FNBO) issued letters
   of credit in the amounts of $35,145,000 and $355,000 on behalf of Tenaska
   Georgia I, L.P. and Tenaska Georgia, Inc., respectively, to support each
   partner's equity funding commitments. In connection with the Mitsubishi
   acquisition discussed in Note 1, on April 24, 2000, the letters of credit
   issued by FNBO in the amounts of $35,145,000 and $355,000 on behalf of
   Tenaska Georgia I, L.P. and Tenaska Georgia, Inc., respectively, were amended
   and reduced in amount to $1,322,500 and $248,500, respectively. Mitsubishi
   issued a Guaranty in the amount of $33,929,000 to replace the amount by which
   the letters of credit were reduced. As of December 31, 2000 and 1999, no
   funds have been drawn on the letters of credit or Guaranty.

5  SIGNIFICANT CONTRACTS

   POWER PURCHASE AGREEMENT (PPA)

   The Limited Partnership entered into the PPA with PECO Energy Co. (PECO)
   whereby PECO will purchase the entire net electric power generated from the
   electric generation plant and will provide the natural gas and fuel oil for
   the electric generation plant for a term of 29 years commencing on the
   commercial operation of the Initial Units. The PPA provides for certain fixed
   payments, an availability bonus, along with variable payments. The Limited
   Partnership will recognize revenue from the sale of electricity in the month
   energy is delivered upon output delivered and capacity provided at rates
   specified in the PPA. Availability bonuses or penalties will be recognized as
   revenue or expense in the month the Limited Partnership achieves or fails to
   achieve the availability targets defined in the PPA.

   The Limited Partnership is to pay liquidated damages to PECO if commercial
   operation is not achieved by specific dates which may be extended for certain
   events. The aggregate liability for late completion of the Facility is
   limited to $25,000,000.

   The PPA provides PECO a contract termination option if the commercial
   operation date is not achieved by the 365th day after the applicable
   scheduled commercial operation date as may be extended for FORCE MAJEURE.
   Also, PECO has a termination option if the Limited Partnership does not meet
   67 percent annual availability requirements for two consecutive years and the
   most recent capacity test is less than 550 megawatts. Finally, the PPA
   provides PECO a termination option for a shortened operating term after 20
   years of commercial operation. This termination option would require PECO to
   pay the Limited Partnership $175,000,000.


                                      F-12
<PAGE>


   TENASKA GEORGIA PARTNERS, L.P.
   (A Development Stage Limited Partnership)

   Notes to financial statements
   December 31, 2000 and 1999



   LONG-TERM PARTS AND LONG-TERM SERVICE AGREEMENT (LTSA)

   Tenaska, Inc., an affiliate of the Limited Partnership, entered into the LTSA
   with General Electric International, Inc. (GEI), a wholly owned affiliate of
   GE, whereby GEI will provide maintenance services, cover major parts
   replacement and repair, inspection, and overhaul services for the gas
   turbines. This LTSA was assigned to the Limited Partnership on November 10,
   1999. As of December 31, 2000, the Limited Partnership has incurred costs of
   $2,433,202 under the terms of the LTSA. This amount has been capitalized and
   is included in the balance sheets as inventory.

6  UNAUDITED QUARTERLY FINANCIAL DATA

<TABLE>
<CAPTION>

                                                   Quarter Ended
                        -----------------    -------------    ---------------   --------------
                            MARCH 31            JUNE 30        SEPTEMBER 30       DECEMBER 31
                          ------------       -------------    -------------     --------------
<S>                        <C>               <C>               <C>               <C>
  2000
     Revenue               $       --        $       --        $       --        $       --
     Operating expenses            --                --                --
     Interest expense, net    5,883,479         5,449,836         4,918,922         4,237,096
     Investment income        3,485,791         3,475,400         3,159,498         2,447,195
     Development work
       in progress           38,008,696        62,695,932        90,151,036       119,428,053

  1999
     Revenue               $       --        $       --        $       --        $       --
     Operating expenses       3,654,254         1,141,700         1,415,385           181,139
     Interest expense, net         --                --                --           3,409,413
     Investment income             --                --                --           2,023,092
     Development work
       in progress                 --                --                --          20,056,087

</TABLE>




                                      F-13