SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A (Amendment No. 1)

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

For the Fiscal Year Ended December 31, 1997

Commission File Number 33-82034

INDIANTOWN COGENERATION, L.P. (Exact name of co-registrant as
specified in its charter)

		    Delaware				 52-1722490 (State or other
	jurisdiction of		(I.R.S. Employer Identification Number)
	incorporation or organization)

INDIANTOWN COGENERATION FUNDING CORPORATION (Exact name of
co-registrant as specified in its charter)


		    Delaware				 52-1889595 (State or other
	jurisdiction of		(I.R.S. Employer Identification Number)
	incorporation or organization)


7500 Old Georgetown Road, 13th Floor Bethesda, Maryland 20814-6161
(Registrants' Address of principal executive offices)

(301)-718-6800 (Registrants' telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.  [ X ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filer pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of 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. [ ]

As of March 31, 1998, there were 100 shares of common stock of
Indiantown Cogeneration Funding Corporation, $1 par value
outstanding.

Indiantown Cogeneration, L.P. 
Indiantown Cogeneration Funding Corporation


	Page 16 of Item 8, Financial Statements and Supplementary Data,
of the Indiantown Cogeneration, L.P. Form 10-K which was
electronically filed on Tuesday, March 31, 1998 is being amended.
The purpose of this amendment is to include the name and manual
signature of the independent auditors as required by Rule 302 of
Regulation S-T. Please note that this is the only amendment to the
Form 10-K.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Partners of Indiantown Cogeneration, L.P.:

	We have audited the accompanying consolidated balance sheets of
Indiantown Cogeneration, L.P., (a Delaware limited partnership), as
of December 31, 1997 and 1996, and the related consolidated
statements of operations for the years ended December 31, 1997 and
1996, and for the period from commercial operation (December 22,
1995) to December 31, 1995, and the related consolidated statements
of changes in partners' capital and cash flows for each of the three
years in the period ended December 31, 1997.  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 generally accepted
auditing standards.  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
Indiantown Cogeneration, L.P. as of December 31, 1997 and 1996, and
the results of its operations for the years ended December 31, 1997
and 1996, and for the period from commercial operation (December 22,
1995) to December 31, 1995 and its cash flows for each of the three
years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.




/s/Arthur Andersen, L.L.P. Arthur Andersen, L.L.P.

Washington, D.C. January 15, 1998


SIGNATURE

	Pursuant to the requirements of the Securities Exchange Act of
1934, the co-registrants have duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Bethesda, state of Maryland, on February 12, 1999.

									INDIANTOWN COGENERATION, L.P.


Date:  February 12, 1999		 	/s/ John R. Cooper			
									Name: John R. Cooper
									Title: Chief Financial Officer,
									Principal Accounting Officer
									and Senior Vice President


									INDIANTOWN COGENERATION
									FUNDING CORPORATION

Date:  February 12, 1999		 	/s/ John R. Cooper			
									Name: John R. Cooper
									Title: Chief Financial Officer,
									Principal Accounting Officer
									and Vice President