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, 1996

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, 1997,  there  were  100 shares of common stock of
Indiantown  Cogeneration  Funding  Corporation,  $1   par   value
outstanding.

Indiantown  Cogeneration,  L.P.  Indiantown  Cogeneration Funding
Corporation

					PART I						Page Number
Item 1	Business.........................................1
Item 2	Properties.......................................6
Item 3   Legal Proceedings...............................6
Item 4	Submission  of  Matters   to  a  Vote  of
Security Holders.........................................7
					PART II
Item 5	Market for the  Registrant's  Common  Stock
		and  Related Security Holder Matters...........  7
Item 6	Selected Financial Data........................  7
Item 7	Management's  Discussion   and   Analysis  of
Financial Condition and Results of Operations..........  8
Item 8	Financial Statements and Supplementary  Data... 13
Item 9	Changes  in  and  Disagreements with Accountants
on Accounting and Financial Disclosure................  33
					PART III
Item 10	Directors and Executive Officers..............  33
Item 11	Remuneration of Directors and Officers........  35
Item 12	Security Ownership of Certain Beneficial
      Owners and Management...........................  35
Item 13	Certain Relationships and Related Transactions  36
					PART IV
Item 14	Exhibits, Financial Statement Schedules
          and Reports on Form 8-K.....................  36
Signatures............................................	40


PART I

Item 1		BUSINESS

The Partnership

	Indiantown  Cogeneration,  L.P.  (the  "Partnership")  is   a
special purpose Delaware limited partnership formed on October 4,
1991.    The  general  partners  of  the  Partnership  are  Toyan
Enterprises ("Toyan"), a  special  purpose indirect subsidiary of
PG&E Enterprises ("PG&E Enterprises"), and Palm Power Corporation
("Palm"),  a  special  purpose  indirect  subsidiary  of  Bechtel
Enterprises, Inc.  ("Bechtel  Enterprises").   The  sole  limited
partner  of  the  Partnership  is  TIFD  III-Y,  Inc. ("TIFD"), a
special purpose indirect  subsidiary  of General Electric Capital
Corporation  ("GECC")  (Toyan,  Palm  and  TIFD  are  hereinafter
referred to collectively as the  "Partners").   Toyan,  Palm  and
TIFD  own  48%,  12%  and  40%,  respectively, of the partnership
interests in the Partnership.

	Except for matters expressly reserved  to the partners in the
Partnership, the Partnership's Board  of  Control  has  full  and
exclusive power and authority in respect of the management of the
Partnership's  business.   However,  the  Board  of  Control  may
delegate  such  authority  to  the Chief Executive Officer of the
Partnership or to a third party pursuant to a management services
agreement, and  may  authorize  persons  to  execute documents on
behalf of the Partnership.  Members of the Board of  Control  are
appointed  and may be removed by the partners of the Partnership.
No cash compensation  or  non-cash  compensation  was paid in any
prior year or will be paid in the current calendar  year  to  any
members of the Board of Control.

	In  July  1994, the Partnership formed its sole, wholly owned
subsidiary,  Indiantown  Cogeneration  Funding  Corporation ("ICL
Funding"),  to  act  as  agent  for,  and  co-issuer  with,   the
Partnership  in  connection with the 1994 bond offering described
below under "Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations".  Although  the  Partnership
has  agreed to indemnify ICL Funding for certain liabilities, ICL
Funding has no separate  operations  and  has only $100 in assets
and capitalization.

	The Partnership was formed to develop, construct, and operate
an  approximately  330  megawatt  (net)   pulverized   coal-fired
cogeneration    facility   (the   "Facility")   located   on   an
approximately  240  acre  site   owned   by  the  Partnership  in
southwestern Martin County, Florida.

	The Facility was developed on behalf of  the  Partnership  by
U.S.   Generating   Company   ("USGen"),   a  California  general
partnership formed in 1989 to develop and manage the construction
and operation of electric  power generating facilities throughout
the United States owned by partnerships in which subsidiaries  of
PG&E Enterprises and Bechtel Enterprises own equity interests.

	The  Facility  commenced commercial operation under its power
purchase agreement (the "Power  Purchase Agreement") with Florida
Power & Light Company ("FPL") on December 22, 1995.  The Facility
synchronized with the  FPL  system  on  June  30,  1995  and  the
Partnership  sold  to  FPL  electricity  produced by the Facility
during  startup   and   testing.    The  Partnership's  continued
existence is dependent on  the  ability  of  the  Partnership  to
maintain successful commercial operation under the Power Purchase
Agreement.   Management of the Partnership is of the opinion that
the assets of  the  Partnership  are  realizable at their current
carrying value.  The Partnership has no  assets  other  than  the
Facility  site, contractual arrangements relating to the Facility
(the "Project Contracts") and the stock of ICL Funding.

Certain Project Contracts

	Bechtel  Power  Corporation  ("Bechtel  Power")  designed and
completed construction of the Facility pursuant to a  fixed-price
amended   and   restated   turnkey   construction  contract  (the
"Construction Contract").  Bechtel Power's responsibilities under
the   Construction   Contract   included   design,   engineering,
procurement  and   construction   services,   Facility  start-up,
training  of  personnel  (in  conjunction  with  U.S.   Operating
Services  Company  ("U.S.  Operating")  as  discussed  below) and
performance   testing.    The   Facility   achieved   Substantial
Completion under the Construction  Contract on December 22, 1995,
and Final Completion under the Construction Contract on  December
13, 1996.

	The  Facility  supplies  (i) electric generating capacity and
energy to FPL pursuant to  the  Power Purchase Agreement and (ii)
steam to Caulkins Indiantown Citrus Company ("Caulkins") pursuant
to a long-term energy services agreement  (the  "Energy  Services
Agreement").

	Payments  from  FPL  pursuant to the Power Purchase Agreement
provide approximately  99%  of  Partnership  revenues.  Under and
subject to the terms of the  Power  Purchase  Agreement,  FPL  is
obligated to purchase electric generating capacity made available
to  it and associated energy from the Facility beginning with the
date the Facility achieved  commercial operation through December
22, 2025.

	Payments by FPL  consist  of  capacity  payments  and  energy
payments.   FPL  is  required  to  make  capacity payments to the
Partnership on a monthly  basis  for electric generating capacity
made available to FPL during the preceding  month  regardless  of
the  amount  of electric energy actually purchased.  The capacity
payments have  two  components,  an  un-escalated  fixed capacity
payment and an escalated fixed operation and maintenance payment,
which together are expected by the Partnership to  cover  all  of
the  Partnership's  fixed  costs, including debt service.  Energy
payments are made only for the amount of electric energy actually
delivered to FPL.  The energy  payments  made by FPL are expected
by the Partnership to cover the Partnership's variable  costs  of
electric  energy production but will be insufficient to cover the
variable  costs  of  steam   production  for  steam  supplied  to
Caulkins.  The amount of this shortfall is not  expected  by  the
Partnership  to  have a material adverse effect on its ability to
service its debt.

	The Partnership supplies thermal  energy to Caulkins in order
for the Facility to meet the operating and  efficiency  standards
under  the  Public  Utility  Regulatory  Policy  Act  of 1978, as
amended, and the Federal  Energy Regulatory Commission's ("FERC")
regulations promulgated thereunder (collectively, "PURPA").   The
Facility has been certified as a Qualifying Facility under PURPA.
Under  PURPA,  Qualifying  Facilities  are  exempt  from  certain
provisions  of the Public Utility Holding Company Act of 1935, as
amended ("PUHCA"), most provisions of  the Federal Power Act (the
"FPA"), and, except under certain limited circumstances, rate and
financial  regulation  under  state  law.   The  Energy  Services
Agreement with Caulkins requires Caulkins to purchase the  lesser
of  (i)  525 million pounds of steam per year or (ii) the minimum
quantity of steam per year necessary for the Facility to maintain
its  status  as  a  Qualifying  Facility  under  PURPA (currently
estimated by the Partnership not to exceed 525 million pounds per
year).  O n January 3, 1997, the  Partnership  submitted  to  the
FERC   an   Application   for  Recertification  as  a  Qualifying
Cogeneration Facility.  The application is pending.

	The Partnership entered into  a  coal purchase agreement (the
"Coal Purchase Agreement")  with  Costain  Coal,  Inc.  ("Costain
Coal"),  pursuant  to  which  Costain  Coal  supplies  all of the
Facility's coal needs, which are  estimated  to be 1 million tons
of coal per year.  The Partnership has no obligation to  purchase
a  minimum  quantity  of  coal under the Coal Purchase Agreement.
The  fuel  price  escalation  provisions  in  the  Coal  Purchase
Agreement are substantially the  same  as  those contained in the
Power Purchase Agreement with FPL related to the energy  payment.
This  mechanism  is intended to mitigate any mismatch between the
price the  Partnership  pays  for  coal  and  the energy payments
received from FPL.

	Coal ash produced during operation of the Facility  is  being
disposed  of  pursuant to the Coal Purchase Agreement and back-up
disposal  arrangements  with  Chambers  Waste  Systems,  Inc.  of
Florida ("Chambers").   The  Partnership  has  been informed that
both  Costain  Coal  and  Chambers  have  obtained  the   permits
necessary to receive such coal ash.

	The  Partnership  entered into a lime purchase agreement (the
"Lime   Purchase   Agreement")   with   Chemical   Lime   Company
("Chemlime"),  an  Alabama   corporation,   to  supply  the  lime
requirements of the Facility's dry scrubber  and  sulfur  dioxide
removal  system.  The initial term of the Lime Purchase Agreement
is 15 years  from  the  commercial  operation  date.  Chemlime is
obligated to provide all of the Facility's lime requirements, but
the Partnership has no obligation to purchase a minimum  quantity
of lime.

	Pursuant  to  an operations and maintenance agreement entered
into  on  September  30,   1992,  U.S.  Operating,  a  California
partnership between subsidiaries of Bechtel Enterprises and  PG&E
Enterprises,  is providing operations and maintenance services to
the Facility.

Competition

	Because the  Partnership  has  a  long-term  contract to sell
electric generating capacity and energy from the Facility to FPL,
it does not expect  competitive  forces  to  have  a  significant
effect  on  its  business.   As  discussed  under "Energy Prices"
below, the cost of power available to FPL from other sources will
affect FPL's dispatch of the  Facility and, therefore, the amount
of electric energy  FPL  purchases  from  the  Partnership.   The
Partnership  expects  that  the capacity payments under the Power
Purchase Agreement, which are not  affected by the level of FPL's
dispatch of the Facility, will cover  all  of  the  Partnership's
fixed costs, including debt service.

Energy Prices

	On October 1, 1996, FPL filed with the Florida Public Service
Commission  its  most  recent  projections  for its 1996-1999 "as
available" energy costs (in  this  context, "as available" energy
costs reflect actual  energy  production  costs  avoided  by  FPL
resulting from the purchase of energy from the Facility and other
Qualifying  Facilities).   The projections filed by FPL are lower
for certain periods than the energy prices specified in the Power
Purchase Agreement for energy actually delivered by the Facility.
At  other  times,  the   projections  exceed  the  energy  prices
specified in the Power  Purchase  Agreement.   Should  FPL's  "as
available" energy cost projections prove to reflect actual rates,
FPL  may  elect, pursuant to its dispatch and control rights over
the Facility set forth  in  the  Power Purchase Agreement, to run
the Facility less frequently  or  at  lower  loads  than  if  the
Facility's energy prices were lower than the cost of other energy
sources  available  to  FPL.  Because capacity payments under the
Power Purchase Agreement are  not  affected  by FPL's dispatch of
the Facility and because capacity payments are  expected  by  the
Partnership  to  cover  all  of  the  Partnership's  fixed costs,
including debt service,  the  Partnership currently expects that,
if the most recently filed projections prove  to  reflect  actual
rates, such rates and the resulting dispatch of the Facility will
not  have  a material adverse effect on the Partnership's ability
to service its debt.  To the  extent the Facility is not operated
by FPL during Caulkins' processing season (November to June), the
Partnership may elect to run the Facility at a  minimum  load  or
shut down the Facility and run auxiliary boilers to produce steam
for  Caulkins  in  amounts  required  under  the  Energy Services
Agreement with Caulkins.  Such operations may result in decreased
net operating income for  such  periods.  The Partnership expects
that the decrease, if any, will not be  material.   During  1996,
the  Partnership  received  30  requests from FPL to decommit the
Facility.  The Partner ship  elected  to  operate at minimum load
for the duration of all of those requests,  during  which  period
the energy revenues did not include complete recovery from FPL of
the  incremental  increase in variable operating costs to operate
the Facility at a lower,  less  efficient load.  Based upon FPL's
projections,  the  Partnership  does  not  expect  that,  if  the
recently filed projections prove to  reflect  actual  rates,  its
dispatch rate will change materially during the period covered by
such projections.

Employees

	The  Partnership  has  no  employees  and does not anticipate
having any employees in  the  future  because, under a management
services   agreement,   USGen   acts   as    the    Partnership's
representative  in  all  aspects  of  managing  construction  and
operation  of the Facility as directed by the Partnership's Board
of  Control.   As  noted   above,  U.S.  Operating  is  providing
operations and maintenance services for the Partnership.

Business Strategy and Outlook

	The Partnership's overall business plan is to safely  produce
clean,  reliable  energy  at  competitive  prices.   The Facility
completed its first full year  of operation on December 31, 1996,
and achieved Final Completion under the Construction Contract  on
December 13, 1996.

	During  1996, the Facility produced 1,862,439 MW-hr of energy
for  sale  to  FPL.   Dispatch   of  the  unit  by  FPL  averaged
approximately 77% over the  year.   The  Facility  also  produced
approximately  340  million  pounds of steam for sale to Caulkins
exceeding  the  minimum   requirements   to  maintain  Qualifying
Facility status.  Following the resolution of  certain  equipment
and design issues in early 1996, the Facility ended the year with
a twelve-month rolling average Capacity Billing Factor of 94.46%.
Cash  flows  during  1996  were  sufficient to fund all operating
expenses and debt obligations.

	The Partnership anticipates  that,  barring any unforeseeable
adverse events, the results for  1997  will  be  similar  to  the
results  for 1996.  Dispatch of the unit by FPL during the summer
months is expected to be similar to 1996 levels.  Dispatch during
the winter is  highly  dependent  on  weather  and  FPL's cost of
running its oil and gas fired units.  Caulkins expects  a  strong
citrus crop for processing in 1997 and steam demand from Caulkins
is expected to be similar to 1996 levels.

	The  Facility  is planning on four weeks of scheduled outages
during 1997 to perform  routine inspections and maintenance.  The
primary  outage  is  scheduled  for  October  1997   during   the
off-season for citrus production.

	The  Partnership  is  not  aware of any reason to expect coal
pricing during 1997 to substantially differ from 1996 levels.

	In  the  absence  of   any  major  equipment  failures,  unit
availability is expected to  exceed  1996  levels.   If  this  is
achieved,  the  Capacity  Billing  Factor and associated capacity
bonuses would be higher.

Governmental Approvals

	The  Partnership  has  obtained  all  material  environmental
permits and approvals required, as  of  the end of 1996, in order
to continue commercial operation of  the  Facility.   Certain  of
such  permits  and  approvals  are  subject  to periodic renewal.
Certain additional permits and approvals  will be required in the
future  for  the  continued  operation  of  the  Facility.    The
Partnership  is  not  aware  of  any technical circumstances that
would prevent the issuance of  such  permits and approvals or the
renewal of currently  issued  permits.   The  Partnership  timely
filed  its  application for a Title V air permit on May 24, 1996.
The air construction  permit  will  continue  in effect until the
Title V permit is issued.  A permit is expected within  the  next
two years.
Item 2		PROPERTIES

	The Facility is located in a predominantly industrial area in
southwestern  Martin  County, Florida, on approximately 240 acres
of land owned by  the  Partnership  (the "Site").  Other than the
Facility, the Site, and the pipeline  and  associated  equipment,
the Partnership does not own or lease any material properties.


Item 3		LEGAL PROCEEDINGS

	The  Partnership  is  not  currently  aware of any pending or
threatened litigation that it  anticipates  would have a material
adverse effect on the  Partnership.   The  Partnership  had  been
named  as  a co-defendant with Bechtel Power in a suit brought by
the spouse  of  an  employee  of  Bechtel  Power  who  died in an
accident which occurred  on  the  Site.   A  defense  motion  for
summary  judgment  was denied as to Bechtel Power, but the denial
was reversed on appeal on  December  26, 1996; no ruling was made
as to the Partnership.   On  February  21,  1997,  the  plaintiff
voluntarily dismissed the litigation with prejudice, thus closing
the matter.

	The  Partnership's  steam host, Caulkins, has been named as a
defendant in a lawsuit  by  various  Florida citrus growers.  The
plaintiffs allege that Caulkins  did  not  pay  the  growers  the
proper amounts for their crops at various times from 1989 through
1994  and are claiming $10 million in damages.  Caulkins, without
admitting  the  veracity  of  the  plaintiffs'  allegations,  has
settled with citrus growers not  involved in the litigation which
represent over 95% of the fruit processed during the period which
is the subject of the lawsuit and, therefore,  over  95%  of  the
damages  alleged.   While  the  Partnership  is  not and does not
anticipate  being  involved  with   this  action,  a  significant
judgment  against  Caulkins  could  have  an  adverse  impact  on
Caulkins'  ability  to  continue  purchasing   steam   from   the
Partnership  and,  therefore,  require  the  Partnership  to take
certain  actions,  under  the   Energy  Services  Agreement  with
Caulkins and otherwise, to preserve the Facility's  status  as  a
qualifying  facility.   Caulkins  has informed the Partnership of
its view  that  the  magnitude  of  the  remaining  exposure with
respect to this litigation is not material to Caulkins' financial
position.  The Partnership does  not,  and  cannot,  express  any
opinion  as  to  the likelihood or remoteness of a decision being
rendered against Caulkins in this case.

Item 4		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	No matters were submitted to  a  vote of the security holders
of the Partnership during 1996.

PART II

Item 5		MARKET FOR THE REGISTRANT'S COMMON STOCK AND  RELATED
			SECURITY HOLDER MATTERS

	The  Partnership  is  a  Delaware  limited partnership wholly
owned by  Palm,  Toyan  and  TIFD.   Beneficial  interests in the
Partnership are not available to other persons  except  with  the
consent of the Partners.

	There  is  no  established  public  market  for ICL Funding's
common stock.  The 100 shares of $1 par common stock are owned by
the Partnership.  ICL Funding  has  not,  and does not, intend to
pay dividends on the common stock.


Item 6		SELECTED FINANCIAL DATA

	The selected financial  data  of  the  Partnership  presented
below,  which consists primarily of certain summary balance sheet
information of the  Partnership  as  of  December 31, 1996, 1995,
1994, 1993 and 1992, should be read in conjunction with Item 7 of
this report, "MANAGEMENT'S DISCUSSION AND ANALYSIS  OF  FINANCIAL
CONDITION  AND RESULTS OF OPERATIONS", and with the Partnership's
financial statements  appearing  elsewhere  in  this report.  The
Partnership, which was in the development stage through  December
21,  1995, began construction of the Facility in October 1992 and
declared commercial operation  of  the  Facility  on December 22,
1995.  The financial statements and supplementary  data  required
by this item are presented under Item 8.

	During  the  fourth  quarter  of  1996,  the  Partnership had
operating revenues of  $37.1  million,  operating income of $16.8
million and net income of $2.4 million.  During  the  first  full
year  of  commercial  operation  ending on December 31, 1996, the
Partnership had operating  revenues  of $158.8 million, operating
income of $67.2 million and net income of $11.8 million.

<TABLE>
<CAPTION>
Indiantown Cogeneration, L.P.
as of December 31,

<S>				<C>			<C>			 <C>		  <C>			<C>
				1996		1995		 1994		 1993		   1992
Total Assets $753,669,863 $799,451,339 $637,944,198	$344,338,931 $94,315,657
Total
Liabilities	  637,472,694  658,649,167	637,944,098	 344,338,831  94,315,557
Total Partners'
Capital		  116,197,169  140,802,172			100			 100		 100
Construction
in Progress				0			 0	515,298,762	 256,643,224  69,854,712
Property, Plant
& Equipment	  682,214,731  691,588,155			  0			   0		   0
</TABLE>

Item 7		Management's DiSCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

	The  following  discussion should be read in conjunction with
the Consolidated Financial Statements  of the Partnership and the
notes thereto included elsewhere in this report.

General

	The Partnership is primarily engaged  in  the  ownership  and
operation  of  a  non-utility electric generating facility.  From
its inception and until December 21, 1995, the Partnership was in
the development stage and had  no operating revenues or expenses.
On December 22, 1995 the Facility commenced commercial operation.
As of December 31, 1996, the Partnership had approximately $682.2
million of property, plant and equipment consisting primarily  of
purchased  equipment,  construction-related  labor and materials,
interest during construction,  financing  costs,  and other costs
directly associated with the construction of the  Facility.   For
the  3 and 12 months ended December 31, 1996, the Partnership had
total  operating  revenues  of  approximately  $37.1  million and
$158.8 million, total operating costs of $20.3 million and  $91.6
million,  and  total net interest expenses of approximately $14.4
million and $55.4 million resulting in net income of $2.4 million
and $11.8  million,  respectively.   Because  the Partnership had
only ten days of operations in 1995, no comparable financial data
is available with which to compare operations in  1996  with  any
corresponding prior period.

	On  September  9,  1994, Costain Group PLC, parent company of
Costain Coal,  the  Facility's  primary  fuel supplier, announced
that it was proceeding with the sale of its U.S. coal assets.  On
March 17, 1997, Costain Group PLC announced that it completed the
sale of Costain Coal to Rencoal Inc. for $44.7 million.   Costain
Coal will remain obligated under the Coal Purchase Agreement.  In
light  of  the terms of the Coal Purchase Agreement compared with
similar  coal  supply  and  ash  disposal  agreements  which  the
Partnership believes are currently  obtainable in the market, the
Partnership currently does not believe that the sale  of  Costain
Coal  will have an adverse effect on the Partnership's ability to
arrange for coal supply and ash disposal services.

Results of Operations

	For its first ten days of operation ending December 31, 1995,
the Facility  achieved  an  average  Capacity  Billing  Factor of
99.86%.  For the three  months  ending  December  31,  1996,  the
Facility  achieved  an average Capacity Billing Factor of 93.87%.
For its first full  year  of commercial operation ending December
31, 1996, the  Facility  achieved  an  average  Capacity  Billing
Factor of 93.75%.  This resulted in earning full monthly capacity
payments  aggregating  $28.0  million  for the quarter and $111.7
million for the year and bonuses aggregating $1.0 million for the
quarter and $3.3  million  for  the  year.   The Capacity Billing
Factor measures the overall availability  of  the  Facility,  but
gives  a  heavier  weighting to on-peak availability.  During the
year, the Facility was dispatched  by FPL and generated 1,865,188
megawatt-hours.  The monthly average dispatch rate  was  69%  and
77%  for  the  fourth quarter of 1996 and the twelve months ended
December 31, 1996, respectively.

Liquidity and Capital Resources

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

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

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

	The Partnership's borrowings through  1996 were $770 million,
of which the $139 million  equity  loan  was  repaid  by  a  $140
million  equity  contribution  on  December  26,  1995.   Table I
illustrates the current application of borrowings (as of December
1996) compared to estimated sources and uses of funds through the
Guaranteed  Completion  Date  (January  21,  1996)  found  in the
Partnership's Registration Statement (No.  33-82034)  filed  with
the Securities and Exchange Commission.

TABLE I Sources and Uses of Funds

	The  following table sets forth the budgeted sources and uses
of funds by the  Partnership  as  of  December 31, 1996.  Certain
actual uses of funds through  the  Final  Completion  Date  shown
below  under  "Uses  as  of  12/31/96"  differ  from the budgeted
amounts shown under  "Total  Funds"  because, among other things,
the budget was  based  upon  a  Substantial  Completion  Date  of
January  21, 1996 (the Guaranteed Completion Date) instead of the
actual Substantial Completion Date of December 22, 1995.

<TABLE>
<CAPTION>
Estimated Sources and Uses of Funds
(in thousands)
<S>						<C>					<C>				 <C>
SOURCES OF FUNDS	Total Funds	   Uses as of 12/31/96	 Remaining Funds
First Mortgage Bonds   $505,000			  $505,000			$ --
1994 Tax-Exempt Bonds   125,010			   125,010			  --
Equity Contribution
of Partners			    140,000			   140,000			  --
total sources of funds $770,010			  $770,010			$8,453(1)

Uses of Funds
CAPITAL COSTS
Engineering, Procurement,
and Construction Costs $438,730			  $440,872(3)		$(2,142)(2)
Electrical, Potable
Water and Sewer
Interconnection			  6,850				 6,318			    532
Property Acquisition
Costs					  8,811				 8,579				232
Steam Host Modification	 14,500				14,500				 --
Development Costs
and Fees				 30,442				30,442				 --
Mobilization and Spare
Parts					 10,618				15,771			  (5,153)(2)
General & Administrative
Costs and Fees			 13,057				10,636			   2,421
Taxes					  8,827				 4,756			   4,071
Startup Consumables		  3,584				 7,639			  (4,055)(2)
Initial Working Capital	  3,450				 4,916			  (1,466)(2)
Fuel Reserve			  5,000				 5,101				(101)(2)
Title Insurance			  3,187				 2,751			     436
Other Construction-Related
Costs					  4,223				 3,006			   1,217
FPL Delay Damages		     --				   508	            (508)(2)
Contractor Performance
Bonus					     --				 8,461			  (8,461)(2)
Contractor Schedule Bonus	 --				 6,100			  (6,100)(2)
Total capital cost		551,279			   570,356			 (19,077)

FINANCING COSTS
Initial Bank Financing Interest
and Related Expenses	 58,441				50,081			   8,360
Termination of Interest
Rate Hedging Agreements	 (7,046)			(7,046)				  --
First Mortgage Bonds and
Tax-Exempt Bonds Interest
and Related Expenses	 84,311			    81,698			   2,613
Equity Loan Interest and
Related Expenses		 33,524				31,798			   1,726
Tax-Exempt Bond Debt
Service Reserve Account	 12,501(4)			12,501(4)			  --
total financing costs	181,731			   169,032			  12,699
total uses of funds	   $733,010			  $739,388			 $(6,378)
Owner's Contingency(5)	 37,000				22,169(5)		  14,831
TOTALS				   $770,010			  $761,557			 $ 8,453(1)
<FN>
(1)	Pursuant to the Disbursement Agreement, on December 22, 1996,
$8.4 million of  the  construction  funds  were  deposited in the
Completion Account for  the  payment  of  remaining  construction
expenses.   (2)	Overruns in these categories have been funded by
cost underruns  in  other  budget  categories  where  spending is
considered complete or  are  anticipated  to  underrun  allocated
costs.  The reallocation of certain underruns is reflected in the
Owner's Contingency.  (3)	Of the $8.4 million in the Completion
Account,  $900,000  has  been  withheld pending completion of the
remaining punchlist items.   (4)	The  Debt Service Reserve Letter
of Credit is available to serve as a debt service reserve for the
holders of the First Mortgage Bonds  and  the  Tax-Exempt  Bonds.
(5)	Subsequent  to  Final  Completion  on  December 13, 1996, the
project  made  its  first  cash  distribution  of  $36.4  million
($22.169 million of completion  contingency  and $14.2 million of
other income) to the Partners on December 16, 1996,  an  Interest
Payment Date.
</TABLE>
	As  of  December 31, 1996, the borrowings included all of the
available $125 million of  the  proceeds  of  the 1994 Tax Exempt
Bonds and all of the  available  First  Mortgage  Bond  proceeds.
Series  A-1  of  the  First  Mortgage  Bonds,  in  the  aggregate
principal  amount of $4.4 million matured and were repaid on June
15, 1996.   Series  A-2  of  the  first  Mortgage  Bonds,  in the
aggregate principal amount of  $4.4  million,  matured  and  were
repaid  on December 16, 1996.  The weighted average interest rate
paid by the Partnership on its debt for the 3 and 12 months ended
December  31,  1996,  was  9.08%  and  9.13%,  respectively.  The
comparable rate, including the equity loan, was 9.82%  and  9.57%
for the respective periods in 1995.

	The   Partnership,   pursuant   to  certain  of  the  Project
Contracts, is required to  post  letters  of credit which, in the
aggregate, will have a face amount of no more than  $65  million.
Certain of these letters of credit have been issued pursuant to a
Letter  of  Credit and Reimbursement Agreement with Credit Suisse
and the remaining letters of  credit will be issued when required
under the Project Contracts, subject to conditions  contained  in
such  Letter  of  Credit  and  Reimbursement  Agreement.   As  of
December  31,  1996,  no  drawings have been made on any of these
letters  of  credit.   The  Letter  of  Credit  and Reimbursement
Agreement has a term of seven years subject to extension  at  the
discretion of the banks party thereto.

	The Partnership entered into a debt service reserve letter of
credit and reimbursement agreement, dated as of November 1, 1994,
with  Banque  Nationale de Paris pursuant to which a debt service
reserve letter  of  credit  in  the  amount  of approximately $60
million was issued.  Such agreement has  a  term  of  five  years
subject  to  extension  at  the  discretion  of  the  banks party
thereto.  Drawings on the  debt  service reserve letter of credit
became available on the Commercial Operation Date of the Facility
to pay principal and interest on the First  Mortgage  Bonds,  the
1994  Tax  Exempt  Bonds  and  interest  on  any loans created by
drawings on such debt service reserve letter of credit.  Cash and
other investments held in  the  debt service reserve account will
be drawn on for the Tax Exempt Bonds prior to any drawings on the
debt service reserve letter of credit.  As of December 31,  1996,
no  drawings have been made on the debt service reserve letter of
credit.

	In order to  provide  for  the  Partnership's working capital
needs, the Partnership entered into a Revolving Credit  Agreement
with  Credit Suisse dated as of November 1, 1994.  Such Agreement
has a term of seven years  subject to extension at the discretion
of the banks party thereto.  The revolving credit agreement has a
maximum available amount of $15 million and may be  drawn  on  by
the  Partnership  from  time to time.  The interest rate is based
upon various short term  indices  at the Partnership's option and
is determined separately for each draw.  As of December 31, 1996,
no working capital loans have been made to the Partnership  under
the working capital loan facility.

Item 8		FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Index to Financial Statements					 Page

	Independent Public Accountants' Report			  14

	Consolidated Balance Sheets						  15

	Consolidated Statements of Operations			  17

	Consolidated Statements of Changes in Partners'
	Capital											  18

	Consolidated Statements of Cash Flows			  19

	Notes to Consolidated Financial Statements		  20



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,  1996  and 1995, and the related
consolidated statements of operations for the year ended December
31, 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,  1996.
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, 1996 and
1995, and  the  results  of  its  operations  for  the year ended
December 31, 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, 1996, in
conformity with generally accepted accounting principles.

Washington, D.C.
March 6, 1997

<TABLE>
<CAPTION>
Indiantown Cogeneration, L.P.
Consolidated Balance Sheets
As of December 31, 1996 and December 31, 1995
<S>			   		 		  	  <C>					<C>
ASSETS			   				  1996   				1995
CURRENT ASSETS:
Cash and cash equivalents		$344,323			 $2,666,296
Accounts receivable-trade	  14,859,879			  6,806,299
Inventories					   1,218,356				127,115
Prepaids					     560,368			  1,844,328
Deposits					     193,357			    193,357
Investments held by Trustee,
including restricted funds of
$3,673,116 and $958,530
respectively				  19,250,140			 59,251,661
Total current assets		  36,426,423			 70,889,056

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

DEPOSITS						  60,000				 60,000

PROPERTY, PLANT & EQUIPMENT:
Land						   8,579,399			  8,579,399
Electric and steam
generating facilities		 694,051,333			683,793,344
Less accumulated depreciation 20,416,001			    784,589
Net property, plant &
 equipment					 682,214,731			691,588,154

FUEL RESERVE				   3,591,713			  4,662,617

DEFERRED FINANCING COSTS, net
of accumulated amortization of
$41,311,314 and $40,436,799
respectively       			  18,875,996			 19,750,512
Total assets				$753,669,863		   $799,451,339
<FN>
The accompanying notes are an integral part of these consolidated
balance sheets.
</TABLE>
<TABLE>
<CAPTION>
Indiantown Cogeneration, L.P.
Consolidated Balance Sheets
As of December 31, 1996 and December 31, 1995
<S>								<C>						<C>
LIABILITIES AND
PARTNERS' CAPITAL			   1996					   1995

CURRENT LIABILITIES:
Accounts payable		     $6,515,052				$5,885,114
Accrued liabilities			  1,987,427				14,740,306
Accrued interest			  2,368,950				 2,396,324
Current portion - First
Mortgage Bonds				  9,701,000				 8,795,000
Current portion lease
payable - railcars				248,460				   231,158
Total current liabilities	 20,820,889				32,047,902

LONG TERM DEBT:
First Mortgage Bonds		486,504,000			   496,205,000
Tax Exempt Facility
Revenue Bonds				125,010,000			   125,010,000
Lease payable - railcars	  5,137,805				 5,386,265
Total long term debt		616,651,805			   626,601,265

Total liabilities			637,472,694			   658,649,167

PARTNERS' CAPITAL:
Toyan Enterprises			 55,774,642				67,585,042
Palm Power Corporation		 13,943,660				16,896,261
TIFD III-Y, Inc.			 46,478,867				56,320,869
Total partners' capital		116,197,169			   140,802,172

Total liabilities and
partners' capital			753,669,863			   799,451,339
<FN>
The accompanying notes are an integral part of these consolidated
balance sheets.
</TABLE>
<TABLE>
<CAPTION>
Indiantown   Cogeneration,   L.P.   Consolidated   Statements  of
Operations For the Year Ended  December  31,  1996  and  for  the
Period from Commercial Operations (December 22, 1995) to December
31, 1995

<S>								<C>						<C>
								1996		       	    1995
Operating Revenues:
Electric capacity
and capacity bonus		  $114,982,519			   $ 3,361,877
Electric energy revenue		43,780,095				 1,202,983
Steam							83,333						 0
Total operating revenues   158,845,947				 4,564,860

Cost of Sales:
Fuel and ash				46,841,508				 1,253,449
Operating and maintenance	15,035,599				   345,258
Depreciation				19,631,413				   544,674
Total cost of sales			81,508,520				 2,143,381

Gross Profit				77,337,427				 2,421,479

Other Operating Expenses:
General and administrative	 2,661,431				    97,236
Insurance and taxes			 7,482,925				   222,191
Total other operating
expenses					10,144,356				   319,427

Operating Income 			67,193,071				 2,102,052

Non-Operating Income (Expenses):
Interest expense		   (59,648,059)			    (3,522,739)
Interest income				 4,245,039				 2,222,859
Net non-operating expense  (55,403,020)				(1,299,880)

Net Income				   $11,790,051				$  802,172
<FN>
The accompanying notes are an integral part of these consolidated
statements.
</TABLE>
<TABLE>
<CAPTION>
Indiantown Cogeneration, L. P.
Consolidated Statements of Changes in Partners' Capital
For the Years Ended December 31, 1996, 1995 and 1994
<S>	   			<C>					<C>					<C>			  <C>
	   	Toyan Enterprises  	Palm Power Corporation	TIFD III-Y, Inc. Total
Partners' capital,
December 31, 1993  $48			   $12				   $40			 $100
Capital
contributions		-- 				--					--			   --
Capital
distributions		--				--					--			   --

Partners' capital,
December 31, 1994 $    48		   $     12			  $     40	 $      100
Capital
contributions  67,199,952		 16,799,988			55,999,960	 139,999,900
Net Income		  385,042		     96,261			   320,869		 802,172
Capital
distributions		   --				 --					--			  --

Partners' capital,
December 31,
1995		  $67,585,042		$16,896,261		   $56,320,869	$140,802,172
Capital
contributions		   --				 --					--			  --
Net income		5,659,225		  1,414,806			 4,716,020	  11,790,051
Capital
distributions  17,469,625		  4,367,407			14,558,022	  36,395,054

Partners' capital,
December 31,
1996		  $55,774,642		$13,943,660		   $46,478,867	$116,197,169

<FN>
The accompanying notes are an integral part of these consolidated
statements.
</TABLE>
<TABLE>
<CAPTION>
Indiantown Cogeneration, L.P.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1996, 1995 and 1994
<S>								<C>				<C>			<C>
								1996		   1995		   1994
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income					 $11,790,051	   802,172 	 	 --

Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and
amortization				  20,505,928	   557,264 	     --
Increase in accounts and
subscriptions receivable	  (8,053,580)	(4,608,986)		 --
Increase in inventories
and fuel reserve			     (20,337)		    --		 --
Decrease in lease payable		(231,158)	        --		 --
Decrease in deposits and
prepaids					   1,283,960	        --		 --
(Decrease)increase in accounts
payable, accrued liabilities
and accrued interest		 (12,150,315)	 3,319,893 		 --
Net cash provided by
operating activities		  13,124,549	    70,343 		 --

CASH FLOWS FROM INVESTING
ACTIVITIES:
Cash paid for construction
in progress				   $	  --  		$(167,448,352)  $(240,823,245)
Purchase of property,
plant & equipment			(10,257,989)			--		   --
Decrease(increase) in
investment held by trustee	 40,001,521		   33,218,686 	  (35,770,079)
Net cash provided by (used
in) investing activities	 29,743,532		 (134,229,666)	 (276,593,324)

CASH FLOWS FROM FINANCING
ACTIVITIES:
Payment of debt issuance
and financing costs			 		--		   (5,287,362)	  (19,516,976)
Proceeds from bonds					--		           --	  630,010,000
Proceeds from construction loan		--				   --	  187,697,000
Proceeds from GECC loan				--		   139,000,000 	           --
Payment of GECC loan				--		  (139,000,000)	 (139,000,000)
Payment of construction loan		--				   --	 (273,513,000)
Payment of bonds			 (8,795,000)	           --	 (113,000,000)
Capital contributions		        --		   139,999,900 	           --
Capital distributions		(36,395,054)			   --			   --
Net cash provided by (used
in) financing activities	(45,190,054)	   134,712,538 	  272,677,024

INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS	 (2,321,973)	   	   553,215 	   (3,916,300)
Cash and cash equivalents,
beginning of year			  2,666,296			 2,113,081 		6,029,381
Cash and cash equivalents,
end of year				   $	344,323			$2,666,296 	   $2,113,081

SUPPLEMENTAL DISCLOSURE
OF INVESTING ACTIVITIES:
Change in construction
in progress				  $			 --		   $515,298,762	 $(258,655,538)
Amortization of deferred
financing costs during
construction					     --			    863,880 	16,426,026
Increase in property,
plant & equipment					 --		   (692,115,897)            --
(Increase)decrease in
accounts receivable					 --			 (2,197,213)            --
Increase in inventories
and fuel reserve					 --			 (4,789,732)			--
Increase in deposits & prepaids		 --			 (1,893,328)		(5,000)
Increase in accounts payable,
accrued liabilities and
accrued interest					 --			 11,767,753		  1,411,267
Increase in lease payable			 --			  5,617,423		         --
Cash paid for construction
in progress					 $		 --		  $(167,448,352)   $(240,823,245)

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid for interest		$57,349,533		  $  64,443,401    $  25,910,238
<FN>
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
Indiantown Cogeneration, L.P.

Notes  to  Consolidated  Financial  Statements As of December 31,
1996 and 1995

1.  ORGANIZATION  AND  BUSINESS:   Indiantown  Cogeneration, L.P.
	(the "Partnership") is a  special  purpose  Delaware  limited
	partnership  formed on October 4, 1991.  The general partners
	are Toyan Enterprises ("Toyan"), a California corporation and
	a special purpose  indirect  subsidiary  of PG&E Enterprises,
	and Palm Power Corporation ("Palm"), a  Delaware  corporation
	and   a   special  purpose  indirect  subsidiary  of  Bechtel
	Enterprises, Inc. ("Bechtel  Enterprises").  The sole limited
	partner is TIFD  III-Y,  Inc.  ("TIFD"),  a  special  purpose
	indirect  subsidiary  of General Electric Capital Corporation
	("GECC").  During  1994,  the  Partnership  formed  its sole,
	wholly  owned  subsidiary,  Indiantown  Cogeneration  Funding
	Corporation  ("ICL  Funding"),  to  act  as  agent  for,  and
	co-issuer with, the Partnership in accordance with  the  1994
	bond  offering  discussed  in  Note  4.   ICL  Funding has no
	separate  operations  and  has   only   $100  in  assets  and
	capitalization.

	The Partnership was formed to develop, construct, and operate
an  approximately  330  megawatt  (net)   pulverized   coal-fired
cogeneration    facility   (the   "Facility")   located   on   an
approximately  240  acre  site  in  southwestern  Martin  County,
Florida.  The Facility  was  designed  to produce electricity for
sale to Florida Power & Light Company ("FPL") in accordance  with
the  Power  Purchase Agreement discussed in Note 6.  The Facility
will  also  supply  steam   to  Caulkins  Indiantown  Citrus  Co.
("Caulkins")  for  its  plant  located  near  the   Facility   in
accordance  with  the Energy Services Agreement discussed in Note
6.

	The Partnership was in the development stage through December
21, 1995 and commenced commercial operations on December 22, 1995
(the "Commercial Operation  Date").   The Partnership's continued
existence is dependent on  the  ability  of  the  Partnership  to
sustain  successful operations.  Management of the Partnership is
of the opinion that the  assets of the Partnership are realizable
at their current carrying value.

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

Toyan 48%
Palm  12%
TIFD  40%
All distributions other  than  liquidating  distributions will be
	made based on the  Partners'  percentage  interest  as  shown
	above,  in  accordance with the project documents and at such
	times and in such  amounts  as  the  Board  of Control of the
	Partnership determines.  The Partners  contributed,  pursuant
	to an equity commitment agreement, approximately $140,000,000
	of  equity  when  commercial  operation commenced in December
	1995.

 2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES:  Presentation
The  Partnership's  financial  statements  are  prepared  on  the
accrual basis of accounting in accordance with generally accepted
accounting principles.  The preparation of  financial  statements
in  conformity  with  generally  accepted  accounting  principles
requires management to make estimates and assumptions that affect
reported  amounts  of  assets  and  liabilities and disclosure of
contingent assets and liabilities  at  the  date of the financial
statements and the  reported  amounts  of  revenue  and  expenses
during  the  reporting  period.  Actual results could differ from
those estimates.  Cash and  Cash  Equivalents For the purposes of
reporting  cash  flows,  cash  equivalents   include   short-term
investments with original maturities of three months or less.

Inventories  Coal and lime inventories are stated at the lower of
	cost or market using the average cost method.

Prepaid Expenses Prepaid expenses of  $560,368 as of December 31,
	1996,  include  $481,158  for  insurance  costs  related   to
	property  damage  and  other  general  liability policies and
	$79,210 for prepayments of the annual administrative fees for
	the letters of credit and for the trustee.

Prepaid expenses of $1,844,328  as  of December 31, 1995, include
$1,397,579 for insurance costs related  to  property  damage  and
other  liability  policies and $446,749 for prepayments under the
operating and maintenance services contract.

Deposits Deposits are stated at cost and include amounts required
	under certain of the Partnership's agreements as described in
	Note 3.  Investments Held by  Trustee The investments held by
	the trustee represent bond and equity proceeds held by a bond
	trustee/disbursement agent and  are  carried  at  cost  which
	approximates  market.   The  proceeds  include $12,501,000 of
	restricted tax-exempt debt  service  reserve  required by the
	financing  documents.    The   Partnership   also   maintains
	restricted investments in the amount of accrued principal and
	interest  payable.   Property,  Plant and Equipment Property,
	plant   and   equipment   are   recorded   at   actual  cost.
	Substantially all property, plant and  equipment  consist  of
	the  Facility,  which is depreciated on a straight-line basis
	over the useful  life  of  the  Facility,  estimated to be 35
	years, less any residual value.  Other property and equipment
	are depreciated on a straight-line basis over  the  estimated
	economic  or  service lives of the respective assets (ranging
	from five to seven  years).   Routine maintenance and repairs
	are charged to expense as incurred.

Construction in Progress

At  the  Commercial  Operation  Date,  the   total   balance   of
construction  in  progress was transferred to property, plant and
equipment,  inventories   and   fuel   reserve.   Costs  incurred
consisted primarily of purchased equipment,  construction-related
labor  and  materials, net costs of performance testing, interest
during construction and other  costs directly associated with the
construction  and  development  of  the  Facility.    Capitalized
interest and overhead are depreciated as part of the basis of the
property  using  the straight-line method over the useful life of
the  Facility,  commencing  on  the  Commercial  Operation  Date.
Capitalized interest consisted of  the following components as of
December 31, 1995:

	Capitalized interest							$105,403,843
	Interest income								      (6,485,216)
	Amortization of deferred financing costs	      40,407,277
	Deferred gain on settlement of interest
	rate swaps	     								  (7,047,399)
													$132,278,505
Fuel Reserve The fuel reserve, carried  at  cost,  represents  an
approximate   thirty-day   supply  of  coal  held  for  emergency
purposes.

Major Maintenance Reserve

	The  major  maintenance  reserve  represents  an  accrual for
anticipated expenditures for scheduled significant maintenance of
the  Facility.   The  accrual  is  recognized  ratably  over  the
maintenance cycle of the related equipment.

Deferred Financing Costs Financing costs, consisting primarily of
	the costs incurred to obtain project financing, are  deferred
	and  amortized  using the effective interest rate method over
	the term of  the  related  permanent financing.  Income Taxes
	Under current law, no Federal or state income taxes are  paid
	directly by the Partnership.  All items of income and expense
	of  the  Partnership  are  allocable to and reportable by the
	Partners   in   their    respective   income   tax   returns.
	Accordingly,  no  provision  is  made  in  the   accompanying
	financial statements for Federal or state income taxes.

Reclassifications

	Certain  1995  balances  have been reclassified to conform to
the 1996 presentation.

New Accounting Pronouncement

	In  March  1995,  the  Financial  Accounting  Standards Board
issued Statement  of  Financial  Accounting  Standards  No.  121,
"Accounting  for  the  Impairment  of  Long-Lived  Assets and for
Long-Lived Assets to be Disposed  of" ("SFAS No. 121").  SFAS No.
121, which has been adopted for the Partnership's 1996  financial
statements,  establishes  criteria  for recognizing and measuring
impairment losses  when  recovery  of  recorded  long-lived asset
values is uncertain.  The adoption of this pronouncement has  not
had an impact the Partnership's financial condition or results of
operations for the year ended December 31, 1996.

3.  DEPOSITS:  In 1991, in accordance with a contract between the
	Partnership  and  Martin  County,  the  Partnership  provided
	Martin  County  with  a  security  deposit  in  the amount of
	$149,357 to secure  installation  and maintenance of required
	landscaping materials.  This amount is  included  in  current
	assets  as  of December 31, 1996, and December 31, 1995.  The
	landscaping  has  been  completed  and  the  Partnership  has
	applied to Martin County for  a  return of funds in excess of
	the  required  deposit  as  security  for  the   first   year
	maintenance.

	In  1991,  in  accordance  with  the Planned Unit Development
Zoning Agreement between the  Partnership  and Martin County, the
Partnership deposited $1,000,000  in  trust  with  the  Board  of
County  Commissioners  of  Martin  County  (the  "PUD  Trustee").
Income   from  this  trust  will  be  used  solely  for  projects
benefiting the community of  Indiantown.   On  July 23, 2025, the
PUD Trustee is required to return the deposit to the Partnership.
As of December 31, 1996 and 1995,  estimated  present  values  of
this deposit of approximately $60,000 for each year, are included
in  deposits  in  the accompanying balance sheets.  The remaining
balance is included in deferred financing costs.


4.  BONDS AND NOTES PAYABLE:  First Mortgage Bonds

	The Partnership and  ICL  Funding jointly issued $505,000,000
of First Mortgage Bonds (the "First Mortgage Bonds") in a  public
issuance  registered with the Securities and Exchange Commission.
Proceeds  from  the  issuance  were  used  to  repay  outstanding
balances of $273,513,000  on  a  prior  construction  loan and to
complete the project.  The First Mortgage Bonds are secured by  a
lien  on and security interest in substantially all of the assets
of the Partnership.  The First  Mortgage  Bonds were issued in 10
separate series with interest rates ranging  from  7.38  to  9.77
percent  and with maturities ranging from 1996 to 2020.  Interest
is payable semi-annually on June 15  and December 15 of each year
and commenced on June 15, 1995.  Interest  cost  related  to  the
First  Mortgage Bonds was $47,456,604 and $47,513,881 in 1996 and
1995, respectively.

Tax Exempt Facility Revenue Bonds

	On January 5, 1993,  in  order  to  finance  a portion of the
costs of constructing and equipping the Facility, the Partnership
issued and sold $113,000,000 of Series 1992A and 1992B Industrial
Development Revenue Bonds (the "1992 Bonds") through  the  Martin
County  Industrial  Development  Authority  (the  "MCIDA").   The
proceeds  from  this  issuance  were  invested  in  an investment
portfolio  with   Fidelity   Investments  Institutional  Services
Company.  On November 22, 1994, the Partnership refunded the 1992
Bonds with proceeds from  the  issuance  of  $113,000,000  Series
1994A  and  of  $12,010,000  Series  1994B  Tax  Exempt  Facility
Refunding  Revenue  Bonds  which were issued on December 20, 1994
(the Series 1994A Bonds and the Series 1994B Bonds, collectively,
the "1994 Tax Exempt Bonds").

	The 1994 Tax Exempt Bonds  were  issued by the MCIDA pursuant
to an Amended and Restated Indenture of Trust between  the  MCIDA
and  NationsBank  of  Florida, N.A. (succeeded by The Bank of New
York Trust Company of Florida,  N.A.) as trustee (the "Trustee").
Proceeds from the 1994  Tax  Exempt  Bonds  were  loaned  to  the
Partnership  pursuant to the MCIDA Amended and Restated Authority
Loan Agreement  dated  as  of  November  1,  1994 (the "Authority
Loan").  The Authority Loan  is  secured  by  a  lien  on  and  a
security  interest  in  substantially  all  of  the assets of the
Partnership.  The 1994  Tax  Exempt  Bonds, which mature December
15, 2025, carry fixed interest rates of 7.875  percent  and  8.05
percent for Series 1994A and 1994B, respectively.  Total interest
paid  related  to  the  1994  Tax Exempt Bonds was $9,865,555 and
$10,939,752 for  the  years  ended  December  31,  1996 and 1995,
respectively.

	Future minimum payments related to outstanding First Mortgage
Bonds and 1994 Tax Exempt Bonds  at  December  31,  1996  are  as
follows (in thousands).

1997	   $     9,701
1998			10,265
1999			 9,997
2000				-0-
2001				-0-
Thereafter	   591,252
Total		$  621,215

In  1994,  with  proceeds from the issuance of the First Mortgage
	Bonds, an equity loan in  the amount of $139,000,000 was paid
	in full and the Partnership and TIFD entered into an  Amended
	and   Restated   Equity  Loan  Agreement  (the  "Equity  Loan
	Agreement") for a maximum loan of $139,000,000 to be drawn at
	the Partnership's request,  incorporating  the  same terms as
	the original loan.  As of December 22, 1995,  the  Commercial
	Operation Date, the maximum amount of the loan had been drawn
	and   was   outstanding.    The  Partnership  paid  $-0-  and
	$2,813,357 in interest and  $-0- and $2,561,428 in commitment
	fees during 1996 and 1995, respectively.

Equity Contribution Agreement Pursuant to an Equity  Contribution
	Agreement,  dated  as  of  November 1, 1994, between TIFD and
	NationsBank of Florida, N.A.  (succeeded  by  The Bank of New
	York  Trust  Company  of   Florida,   N.A.),   the   Partners
	contributed  approximately $140,000,000 of equity on December
	26, 1995.   Proceeds  were  used  to  repay  the $139,000,000
	outstanding under the Equity Loan Agreement.   The  remaining
	$1,000,000  was  deposited  with the Trustee according to the
	disbursement agreement among the Partnership, the Trustee and
	the other lenders  and  is  included  in  investments held by
	trustee in the accompanying consolidated balance sheet as  of
	December 31, 1996.

Revolving Credit Agreement

	The  Revolving Credit Agreement provides for the availability
of funds for the  working  capital  requirements of the Facility.
The interest rate is based upon various short-term indices chosen
at the Partnership's option and is determined separately for each
draw.  The loan includes commitment fees, to be  paid  quarterly,
of  .375  percent  on the unborrowed portion.  Under the original
and new working capital  loans,  the Partnership paid $57,187 and
$57,031 in commitment fees in 1996 and  1995,  respectively.   At
December  31, 1996, no working capital loans had been made to the
Partnership under the Revolving Credit Agreement.

FPL Termination Fee Letter of  Credit On or before the Commercial
	Operation Date, the Partnership was required to  provide  FPL
	with a letter of credit equal to the total termination fee as
	defined  in  the Power Purchase Agreement in each year not to
	exceed $50,000,000.  Pursuant to  the  terms of the Letter of
	Credit  and  Reimbursement  Agreement,  the  Partnership  had
	obtained a commitment for the  issuance  of  this  letter  of
	credit.   At  commercial  operation,  December 22, 1995, this
	letter of credit  replaced  the  completion  letter of credit
	outlined below.  The initial amount of $13,000,000 was issued
	for the first year of operations.  FPL Completion  Letter  of
	Credit  At financial closing in October 1992, the Partnership
	provided  to  FPL  a  letter  of  credit  in  the  amount  of
	$9,000,000 pursuant to  the  Power  Purchase Agreement.  This
	letter of  credit  was  terminated  in  accordance  with  the
	refinancing  and  a  new  one was issued with essentially the
	same terms.  The Power  Purchase  Agreement requires that the
	Partnership pay FPL for each day  beyond  December  1,  1995,
	that  the  Facility  did  not  achieve  commercial operation.
	Because the commercial  operation  date  did not occur before
	December 1, 1995,  commencing  December  1,  1995  and  until
	December  22, 1995, FPL was entitled to draw on the letter of
	credit in the amount of $750,000 per calendar month pro-rated
	for a partial month.   In  lieu  of  drawing on the letter of
	credit, the Partnership paid FPL $508,065 in delay damages on
	December  22,  1995.   Upon  issuance  of   the   above   FPL
	Termination  Fee  Letter of Credit, the FPL Completion Letter
	of Credit was terminated.

FPL QF Letter  of  Credit  Within  60  days  after the Commercial
	Operation Date, the Partnership  must  provide  a  letter  of
	credit  for use in the event of a loss of qualifying facility
	status under the  Public  Utility  Regulatory Policies Act of
	1978.  The initial amount is $500,000 increasing by  $500,000
	per  agreement  year to a maximum of $5,000,000.  Pursuant to
	the  terms  of  the   Letter   of  Credit  and  Reimbursement
	Agreement, the Partnership has obtained a commitment for  the
	issuance  of  this letter of credit.  The amount will be used
	by the Partnership as necessary  to maintain or reinstate the
	Facility's qualifying facility status.  The Partnership  may,
	in  lieu of a letter of credit, make regular cash deposits to
	a  dedicated  account   in   amounts  totaling  $500,000  per
	agreement year to a maximum of $5,000,000.  In February 1996,
	the Partnership established a QF account  with  the  trustee.
	The  balance  in  this  account  at  December  31,  1996, was
	$500,000 and is included  in unrestricted investments held by
	trustee in the  accompanying  consolidated  bal  ance  sheet.
	Steam  Host  Letter of Credit At financial closing in October
	1992, the Partnership provided Caulkins a letter of credit in
	the amount of  $10,000,000  pursuant  to  the Energy Services
	Agreement (see Note 6).  This letter of credit was terminated
	in accordance with the refinancing and a new one  was  issued
	with  essentially  the same terms.  In the event of a default
	under  the  Energy  Services  Agreement,  the  Partnership is
	required  to  pay  liquidated  damages  in  the   amount   of
	$10,000,000.   Failure  by the Partnership to pay the damages
	within 30 days allows the steam host to draw on the letter of
	credit the  amount  of  damages  suffered  by Caulkins.  Debt
	Service Reserve Letter of Credit

	On November 22, 1994, the Partnership  also  entered  into  a
debt service reserve letter of credit and reimbursement agreement
with  Banque  Nationale de Paris pursuant to which a debt service
reserve letter  of  credit  in  the  amount  of approximately $60
million was issued.  Such agreement has a rolling  term  of  five
years  subject  to extension at the discretion of the banks party
thereto.  Drawings on the  debt  service reserve letter of credit
are available to pay principal and interest on the First Mortgage
Bonds, the 1994  Tax-Exempt  Bonds  and  interest  on  any  loans
created  by  drawings  on  such  debt  service  reserve letter of
credit.  Cash and  other  investments  held  in  the debt service
reserve account will be drawn on prior to  any  drawings  on  the
debt service reserve letter of credit.


5.    PURCHASE  AGREEMENTS:   Coal  Purchase  and  Transportation
Agreement  The  Partnership  entered   into  a  30-year  purchase
contract with Costain Coal, Inc., commencing from the  first  day
of  the  calendar  month following the Commercial Operation Date,
for the purchase of the  Facility's annual coal requirements at a
price defined in the agreement, as well as for  the  disposal  of
ash  residue.   The  Partnership  has no obligation to purchase a
minimum quantity of coal under this agreement.

Lime Purchase Agreement

	On May 1, 1992, the  Partnership entered into a lime purchase
agreement with Chemical Lime Company of Alabama, Inc. for  supply
of  the  Facility's  lime  requirements  for  the  Facility's dry
scrubber SO2 removal system.   The  initial term of the agreement
is 15 years  from  the  Commercial  Operation  Date  and  may  be
extended  for  successive  5-year  periods.  The agreement may be
canceled by  either  party  after  January  1,  2000, upon proper
notice.  The Partnership has no obligation to purchase a  minimum
quantity of lime under the agreement.

6.   SALES  AND SERVICES AGREEMENTS:  Power Purchase Agreement On
May 21,  1990,  the  Partnership  entered  into  a Power Purchase
Agreement with FPL for sales of the Facility's  electric  output.
As  amended,  the  agreement  is  effective for a 30-year period,
commencing  with  the  Commercial  Operation  Date.   The pricing
structure provides for both capacity and energy payments.

	Capacity  payments  remain  relatively  stable  because   the
amounts   do   not  vary  with  dispatch.   Price  increases  are
contractually   provided.     Capacity    payments    include   a
bonus/penalty payment for specified levels of available capacity.
Energy payments are derived from a contractual formula defined in
the agreement based on  the  actual  cost  of  domestic  coal  at
another FPL plant, St. Johns River Power Park.

Energy  Services Agreement On September 30, 1992, the Partnership
	entered into  an  energy  services  agreement  with Caulkins.
	Commencing on the Commercial Operation  Date  and  continuing
	throughout  the  15-year  term  of the agreement, Caulkins is
	required to purchase  the  lesser  of  525  million pounds of
	steam per year or the minimum  quantity  of  steam  per  year
	necessary  for  the  Facility  to  maintain  its  status as a
	Qualifying Facility under PURPA.  The Facility provided steam
	to Caulkins  in  1995  during  start-up  and  testing  of the
	Facility, and declared Commercial Operation with Caulkins  on
	March 1, 1996.  7.  RELATED PARTY TRANSACTIONS:  Construction
	Contract

	The  Partnership  entered  into a construction agreement with
Bechtel Power  Corporation  ("Bechtel  Power"),  an  affiliate of
Bechtel Enterprises, for the  design,  engineering,  procurement,
construction,   start-up   and   testing  of  the  Facility  (the
"Construction Contract").  As  of  December  31,  1996, the total
contract value was $440,872,879 including change orders to  date.
Payments  of  $439,972,879  have been made to Bechtel Power under
the Construction Contract since  inception including $770,096 for
the year ended December 31, 1996.  $900,000 of the  December  31,
1995,  scheduled progress payment under the Construction Contract
was withheld  pending  completion  of  certain start-up punchlist
items and is included in accounts payable at December  31,  1996.
The  final progress payment of $101,000 will be paid when Bechtel
Power has  met  specific  conditions  stated  in the Construction
Contract.

	Bechtel Power guaranteed that  Substantial  Completion  would
occur  on or prior to January 21, 1996, the Guaranteed Completion
Date.   Substantial  Completion  is  achieved  when  the Facility
demonstrates  that  it  has  met  emissions  guarantees  and  has
achieved 88 percent of guaranteed net  electrical  output  during
required   test   periods.   A  schedule  bonus  for  Substantial
Completion prior to the Guaranteed Completion Date is provided in
the Construction Contract.   Substantial  Completion was declared
as of December 22, 1995 and a $6.1  million  schedule  bonus  was
paid  on April 4, 1996.  Performance bonuses of $4.5 million were
paid on April 4, 1996, as a  portion of the estimate of the total
performance bonuses and a final payment of $3.9 million was  made
on September 17, 1996.

Management Services Agreement

	The Partnership has a management services agreement with U.S.
Generating  Company  ("USGen"), a California general partnership,
whose general partners are  subsidiaries  of PG&E Enterprises and
Bechtel Enterprises.  The agreement provides for USGen to provide
day-to-day management and  administration  of  the  Partnership's
business  relating  to the Facility.  The agreement will continue
for  a  term  of  34  years.   Compensation  to  USGen  under the
agreement includes an  annual  base  fee  of  $650,000  (adjusted
annually),  wages  and  benefits for employees performing work on
behalf of the Partnership and other costs directly related to the
Partnership.   Amounts   incurred   under   this  agreement  were
$2,769,570 and $3,176,772 in 1996  and  1995,  respectively.   At
December  31,  1996 and 1995, the Partnership owed USGen $206,916
and  $250,173,  respectively,  which   are  included  in  accrued
liabilities   in   the   accompanying   consolidated    financial
statements.

Operations and Maintenance Agreement

	The  Partnership  has an operations and maintenance agreement
 with  U.S.  Operating  Services  Company  ("U.S.  Operating"), a
 California general partnership between subsidiaries  of  Bechtel
 Enterprises   and  PG&E  Enterprises,  for  the  operations  and
 maintenance  of  the  Facility   for   a  period  of  30  years.
 Thereafter, the agreement  will  be  automatically  renewed  for
 periods  of  5  years  until  terminated by either party with 12
 months notice.  If  targeted  plant  performance is not reached,
 U.S. Operating will pay liquidated damages to  the  Partnership.
 Compensation  to  U.S. Operating under the agreement includes an
 annual  base  fee  of   $1.5   million  ($900,000  of  which  is
 subordinate to debt service and certain  other  costs),  certain
 earned  fees and bonuses based on the Facility's performance and
 reimbursement for  certain  costs  including  payroll, supplies,
 spare parts, equipment, certain taxes, licensing fees, insurance
 and indirect costs expressed as  a  percentage  of  payroll  and
 personnel  costs.   The fees are adjusted quarterly by a measure
 of  inflation  as  defined   in   the  agreement.   Payments  of
 $7,210,201 and $9,049,410 were made to U.S.  Operating  in  1996
 and  1995,  respectively.   At  December  31, 1996 and 1995, the
 Partnership   owed   U.S.   Operating   $61,802   and  $575,883,
 respectively, which are included in accrued liabilities  in  the
 accompanying consolidated financial statements.

Consulting  Services  In  1996  and  1995,  the  Partnership paid
	engineering   consulting   fees   of   $4,521   and  $13,279,
	respectively, to Bechtel Generating Company,  a  wholly-owned
	subsidiary of Bechtel Enterprises.

Railcar  Lease The Partnership entered into a 15 year Car Leasing
	Agreement with GE  Capital  Railcar  Services Corporation, an
	affiliate  of  GECC,  to  furnish  and  lease   72   pressure
	differential  hopper  railcars  to  the  Partnership  for the
	transportation of fly ash and  lime.  The cars were delivered
	starting in April 1995, at which time the lease was  recorded
	as  a  capital  lease.   The  leased  asset of $5,753,375 and
	accumulated  depreciation   of   $633,788,   is  included  in
	property, plant and equipment at December 31, 1996.  Payments
	of $629,856, including principal and interest, were  made  in
	1996,  and the lease obligation of $5,386,265 at December 31,
	1996 is  reported  as  a  lease  payable  in the accompanying
	consolidated balance sheets.

	Future minimum payments related to the Car Leasing  Agreement
at December 31, 1996, are approximately as follows:

1997       		 248,000
1998		     267,000
1999			 287,000
2000			 309,000
2001			 332,000
Thereafter     3,943,000
Total		  $5,386,000



Development Costs

	At  the  original  financial  closing  in  October  1992, the
Partnership paid development  fees  and reimbursed certain costs,
totaling $14.8 million  to  PG&E  Enterprises,  $3.9  million  to
Bechtel  Enterprises,  $11.1  million to GECC and $1.2 million to
USGen, related to the development of the Facility.

Distribution to Partners

On December 16, 1996,  as  provided in the Partnership Agreement,
Indiantown distributed $36.395 million to  the  Partners.   Funds
distributed  were  from unused contingency and electric and steam
revenues collected during the first year of commercial operations
and  are  included  in  partners'  capital  on  the  accompanying
consolidated financial statements.

8.   INTERCONNECTION  AGREEMENT:   On   February  24,  1992,  the
	Partnership entered into an  Interconnection  Agreement  with
	FPL  to connect the operation of FPL's transmission system to
	the  Facility,   outlining   the  development,  construction,
	installation,  operation  and  maintenance  responsibilities.
	The term of this agreement will expire on December 31,  2026,
	and will automatically be extended for a period of two years.

9.  DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

	The   following  table  presents  the  carrying  amounts  and
estimated fair values of  certain  of the Partnership's financial
instruments at December 31, 1996 and 1995.


Financial Liabilities		December 31, 1996
							Carrying Amount		 Fair Value
Tax Exempt Bonds			$125,010,000		 $143,067,534
First Mortgage Bonds		$496,205,000		 $570,178,669

Financial Liabilities		December 31, 1995
							Carrying Amount	   	 Fair Value
Tax Exempt Bonds			$125,010,000		 $142,540,118
First Mortgage Bonds		$505,000,000		 $595,997,030
For the Tax Exempt Bonds  and  First  Mortgage  Bonds,  the  fair
values of the Partnership's bonds payable are based on the stated
rates  of  the  Tax  Exempt  Bonds  and  First Mortgage Bonds and
current market interest rates  to  estimate market values for the
Tax Exempt Bonds and the First Mortgage Bonds.

	The carrying amounts  of  the  Partnership's  cash  and  cash
equivalents,  accounts  receivable,  deposits,  prepaid expenses,
investments   held   by   trustee,   accounts   payable,  accrued
liabilities and accrued interest approximate fair  value  because
of the short maturities of these instruments.



Item  9		CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON
			ACCOUNTING AND FINANCIAL DISCLOSURE

	None.

PART III

Item 10		DIRECTORS AND EXECUTIVE OFFICERS

Indiantown Cogeneration, L.P. Board of Control

	The following table sets forth  the names, ages and positions
of the members of  the  Board  of  Control  of  the  Partnership.
Members  of  the  Board of Control are selected from time to time
by,  and  serve  at  the   pleasure   of,  the  Partners  of  the
Partnership.

Name									Age				Position

Joseph P. Kearney.................		50				Palm Representative

John R. Cooper......................	49				Palm Representative

P. Chrisman Iribe..................		45			    Toyan Representative

Edward J. Givens..................		57				Toyan Representative

William D. Strittmatter.........		40				TIFD Representative

Michael J. Tzougrakis...........		55				TIFD Representative

Joseph P. Kearney has been President and Chief Executive  Officer
	of  U.S.  Generating  Company  since  it  was formed in 1989.
	Prior to joining  U.S.  Generating  Company, Mr. Kearney held
	senior management positions at the Coastal  Corporation  from
	1984  to  1989.  Prior to 1984, Mr. Kearney held positions in
	project and  technology  development  and  financing with the
	Fluor Corporation, Enpex Corporation and  System  Development
	Corporation.   From 1974 to 1979, Mr. Kearney served as Chief
	of Energy  Technology,  White  House  Office  of Management &
	Budget.   He  had   Executive   Office   responsibility   for
	financial,  policy,  legislative,  management  and  budgetary
	proposals  by  the  U.S. Department of Energy and the Nuclear
	Regulatory  Commission.   He   holds   a   Ph.D.  in  Nuclear
	Engineering from Massachusetts Institute of Technology.

	John R. Cooper is Senior Vice President  of  U.S.  Generating
Company  and  has  been with U.S. Generating Company since it was
formed in 1989.   Prior  to  joining  U.S. Generating Company, he
spent 3 years as chief financial officer  with  a  European  oil,
shipping  and  banking  group.  Prior to 1986, Mr. Cooper spent 7
years with  Bechtel  Financing  Services,  Inc.,  where  his last
position was Vice President and Manager.   Mr.  Cooper  holds  an
M.B.A.  in Finance from the Kellogg Graduate School of Management
at Northwestern, an M.A. from  the  Johns Hopkins Nitze School of
Advanced International Studies (SAIS) and  a  B.A.  from  Trinity
College, Connecticut.

	P.  Chrisman  Iribe  is  Executive  Vice  President  of  U.S.
Generating  Company  and  has  been  with U.S. Generating Company
since it was formed  in  1989.   Prior to joining U.S. Generating
Company, Mr. Iribe was senior vice president for planning,  state
relations and public affairs with ANR Pipeline Company, a natural
gas pipeline company and a subsidiary of the Coastal Corporation.
Mr. Iribe holds a B.A. degree in Economics from George Washington
University.

	Edward  S.  Givens is Vice President, Construction Management
of  U.S.  Generating  Company.    Mr.  Givens,  who  joined  U.S.
Generating Company  in  1992,  is  responsible  for  construction
management of all projects in which U.S. Generating Company plays
a role.  Before joining U.S. Generating Company, Mr. Givens was a
vice  president  with  Bechtel  Power  and manager of its Houston
office.  He worked for Bechtel Power for 19 years.  From February
1980  to  November  1983,   he   was   project  manager  for  the
515-megawatt Muskogee generating plant  designed  and  built  for
Oklahoma  Gas  and  Electric Company.  Mr. Givens holds a B.S. in
Chemical Engineering  from  the  University  of  Texas  and  is a
licensed professional engineer in Texas.

	William D. Strittmatter is a Vice President of GE Capital and
Managing Director and Chief Credit Officer of GE Capital Services
Structured Finance Group, Inc. ("SFG").  He  is  responsible  for
the  worldwide  credit  and  risk  management  function  of SFG's
project  and  structured  financing  activities  in  the  energy,
infrastructure and industrial  sectors.   Mr. Strittmatter joined
GE Capital in 1982, and has held various  positions  in  finance,
operations  and  marketing.   He received a BS degree in business
from the Rochester Institute of Technology and earned an MBA from
the Harvard Business School.

	Michael J. Tzougrakis  is  a  Managing Director of Structured
Finance Group, Inc.  ("SFG"),  a  unit  of  GE  Capital,  and  is
currently   responsible   for   technical   portfolio,  technical
underwriting and construction  loan  management  for SFG.  During
his 26 year career with  GE  Capital,  Mr.  Tzougrakis  has  held
management   positions   with   responsibility   for  operations,
preparation  of  proposals,   project  development  and  Facility
installation and start-up in the United States and  abroad.   Mr.
Tzougrakis  is  a graduate of General Electric's Installation and
Service Engineering  Program  and  holds  a  B.S.E.E. degree from
Pratt Institute.


ICL Funding Corporation Board of Directors

	The following table sets forth the names, ages and  positions
of  the  directors  and  executive  officers  of  ICL  Funding  .
Directors  are  elected  annually and each elected director holds
office until a successor  is  elected.  Officers are elected from
time to time by vote of the Board of Directors.

	   Name						Age		         Position
	Joseph Kearney				50			Director, President
	P. Chrisman Iribe			45			Director, Secretary
	Michael J. Tzougrakis		55			Director, Vice President
	John R. Cooper				49			Vice President, Chief
											Financial Officer and
											Principal Accounting
											Officer
Item 11	REMUNERATION OF DIRECTORS AND OFFICERS

	No cash compensation or non-cash compensation was paid in any
prior year or is currently proposed to be  paid  in  the  current
calendar  year  by  ICL  Funding or the Partnership to any of the
officers and directors  listed  above.   Accordingly, the Summary
Compensation Table and other tables required under  Item  402  of
the Securities and Exchange Commission's Regulation S-K have been
omitted, as presentation of such tables would not be meaningful.

	Management  services  for the Partnership are being performed
by U.S. Generating Company  on  a  cost-plus basis in addition to
the payment of a base fee.  Operation  and  maintenance  services
for  the  Partnership  will  be  performed by U.S. Operating on a
cost-plus basis.  In addition to  a  base fee, U.S. Operating may
earn certain additional  fees  and  bonuses  based  on  specified
performance criteria.

Item  12	SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND
		MANAGEMENT

	Partnership interests in the Partnership are held as follows:

			Toyan					48% G.P.
			Palm					12% G.P.
			TIFD					40% L.P.

	All of the outstanding shares  of common stock of ICL Funding
are owned by the Partnership.

Item 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	The  Partnership  has   several   material   contracts   with
affiliated   entities.    These   contracts,  which  include  the
Construction Contract,  the  Management  Services  Agreement, the
Operations and Maintenance Agreement and the Railcar  Lease,  are
described elsewhere in this report, most notably in Note 7 to the
Partnership's consolidated financial statements.

PART IV

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

	a) Documents filed as of this Report						       Page
		(1)	Consolidated financial statements:

			Report of Independent Public Accountants...............		14

			Consolidated Balance Sheets As of
			December 31, 1996 and December 31, 1995 ................	15

			Consolidated Statements of Operations for the Year Ended
			December 31, 1996 and for the Period from Commercial
			Operations (December 22, 1995) to December 31, 1995.....	17

			Consolidated Statements of Changes
			in Partners' Capital For The Years Ended
			December 31, 1996, 1995 and 1994........................	18

			Consolidated Statements of Cash Flows For The
			Years Ended December 31, 1996, 1995 and 1994............	19

			Notes to Consolidated Financial
			Statements..............................................	20

		(2)	Consolidated Financial Statement
			Schedules...............................................   None

	b) Reports on Form 8-K:

The  Partnership filed a Form 8-K and press release on January 3,
1996 announcing the commencement of commercial operations.

The Partnership filed  a  Form  8-K  on  December 23, 1996,
announcing final completion of the Facility and  the  first  cash
distribution made to the Partners on December 16, 1996.

	c) Exhibits:

Exhibit  No.			Description
3.1						Certificate  of	Incorporation of Indiantown
						Cogeneration Funding Corporation.*
3.2						By-laws of Indiantown Cogeneration Funding
						Corporation.*
3.3						Certificate of Limited Partnership of Indiantown
						Cogeneration, L.P.*
3.4						Amended  and  Restated Limited Partnership
						Agreement of Indiantown Cogeneration, L.P.,
						among  Palm  Power  Corporation, Toyan Enterprises
						and TIFD III-Y Inc.*
3.5						Form  of  First  Amendment to Amended and Restated
						Limited Partnership Agreement of Indiantown
						Cogeneration, L.P.*
4.1						Trust Indenture, dated as of November 1, 1994, among
						Indiantown Cogeneration Funding Corporation,
						Indiantown Cogeneration, L.P., and NationsBank
						of Florida, N.A., as Trustee, and First Supplemental
						Indenture thereto.**
4.2						Amended and Restated Mortgage, Assignment of Leases,
						Rents, Issues and  Profits  and  Security  Agreement  and Fixture Filing
						among Indiantown Cogeneration, L.P., as Mortgagor,
						and  Bankers Trust Company as Mortgagee, and
						NationsBank of Florida, N.A., as Disbursement Agent
						and, as when and to the extent set forth therein,
						as Mortgagee with respect to the Accounts, dated as
						of November 1, 1994.**
4.3						Assignment and Security Agreement between Indiantown
						Cogeneration, L.P., as Debtor, and Bankers Trust
						Company as Secured Party, and NationsBank of Florida,
						N.A., as  Disbursement Agent  and, as when, and to
						the  extent set forth therein, a Secured Party with
						respect to  the Accounts, dated as of November 1,
						1994.**
10.1.1					Amended and Restated Indenture of Trust between
						Martin County Industrial Development Authority,
						as Issuer, and NationsBank of Florida, N.A., as
						Trustee, dated as of November 1, 1994.**
10.1.2					Amended and Restated Authority Loan Agreement by
						and between Martin County Industrial Development
						Authority and Indiantown Cogeneration, L.P., dated
						as of November 1, 1994.**
10.1.3					Letter of Credit and Reimbursement Agreement among
						Indiantown Cogeneration, L.P., as Borrower, and the
						Banks Named Therein, and Credit Suisse, as Agent,
						dated  as  of  November  1,	1994.**
10.1.4					Disbursement Agreement, dated as of November 1, 1994,
						among Indiantown Cogeneration, L.P., Indiantown
						Cogeneration Funding Corporation, NationsBank of
						Florida, N.A., as Tax-Exempt Trustee, NationsBank of
						Florida, N.A., as Trustee, Credit Suisse, as Letter
						of Credit Provider, Credit Suisse, as Working Capital
						Provider, Banque Nationale de Paris, as Debt Service
						Reserve Letter of Credit Provider, Bankers Trust
						Company, as Collateral Agent, Martin County
						Industrial Development Authority, and NationsBank
						of Florida, N.A., as Disbursement Agent.**
10.1.5					Revolving Credit Agreement among Indiantown
						Cogeneration, L.P., as Borrower, and the Banks Named
						Therein, and Credit	Suisse, as Agent, dated as of
						November 1, 1994.**
10.1.6					Collateral Agency and Intercreditor Agreement, dated
						as of November 1, 1994, among NationsBank of Florida,
						N.A., as Trustee under the Trust Indenture, dated as
						of November 1, 1994, NationsBank of Florida, N.A., as
						Tax-Exempt Trustee under the Tax Exempt Indenture,
						dated as of November 1, 1994, Credit Suisse, as
						Letter of Credit Provider, Credit Suisse, as Working
						Capital	Provider, Banque Nationale de Paris, as Debt
						Service Reserve	Letter of Credit Provider, Indiantown
						Cogeneration, L.P., Indiantown Cogeneration Funding
						Corporation, Martin County Industrial Development
						Authority, NationsBank of  Florida, N.A., as
						Disbursement Agent under the Disbursement Agreement
						dated as of November 1, 1994, and Bankers Trust
						Company, as Collateral Agent.**
10.1.7					Amended and Restated Equity Loan Agreement dated as
						of November 1, 1994, between Indiantown Cogeneration,
						L.P., as the Borrower, and TIFD III-Y Inc., as the
						Equity Lender.**
10.1.8					Equity Contribution Agreement, dated as of November
						1, 1994, between TIFD III-Y Inc. and NationsBank of
						Florida, N.A., as Disbursement Agent.**
10.1.9					GE Capital Guaranty Agreement, dated as of November
						1, 1994, between General Electric Capital
						Corporation, as Guarantor, and NationsBank of
						Florida, N.A., as Disbursement Agent.**
10.1.11					Debt Service Reserve Letter of Credit and
						Reimbursement Agreement among Indiantown
						Cogeneration, L.P., as Borrower, and the Banks
						Named Therein, and Banque Nationale de Paris, as
						Agent, dated as of November 1, 1994.**
10.2.18					Amendment No. 2 to Coal Purchase Agreement, dated
						as of April 19, 1995.***
10.2.19					Fourth Amendment to Energy Services Agreement, dated
						as of January 30, 1996.*****
21						Subsidiaries of Registrant*
27						Financial Data Schedule. (For electronic filing
						purposes only.)
99						Copy of Registrants' press release dated January 3,
						1996.****




* Incorporated by reference from the Registrant Statement on Form
S-1, as amended, file no.  33-82034 filed by the Registrants with
the SEC in  July  1994.   **  Incorporated  by reference from the
quarterly report on Form 10-Q, file no.  33-82034  filed  by  the
Registrants  with  the SEC in December 1994.  *** Incorporated by
reference from  the  quarterly  report  on  Form  10-Q,  file no.
33-82034 filed by the Registrants with the SEC in May 1995.  ****
Incorporated by reference from the current report  on  Form  8-K,
file no.  33-82034  filed  by  the  Registrants  with  the SEC in
January 1996.*****Incorporated by reference  from  the  quarterly
report  on Form 10-Q, file no.  33-82034 filed by the Registrants
with the SEC in May 1996.




SIGNATURE

	Pursuant to the requirements  of  the Securities Exchange Act
of 1934, the co-registrant has duly caused this Form 10-K  to  be
signed   on   its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of  Bethesda, state of Maryland, on March
31, 1997.

								INDIANTOWN COGENERATION, L.P.


Date:  March 31, 1997  				/s/ John R. Cooper
									Name: John R. Cooper
									Title: Chief Financial Officer,
									Principal Accounting Officer
									and Senior Vice President

Pursuant to the requirements of the Securities Act of 1933,  this
	Form  10-K  has  been  signed by the following persons in the
	capacities and on the dates indicated.

Signature						Title				  		  Date

/s/ Joseph P. Kearney 		Member of Board of Control,		March 31, 1997
Joseph P. Kearney		    President and Chief
					        Executive Officer

/s/ P. Chrisman Iribe		Member of Board of Control,		March 31, 1997
P. Chrisman Iribe			Senior Vice President

/s/ John R. Cooper		    Chief Financial Officer,		March 31, 1997
John R. Cooper			    Principal Accounting
					        Officer and Senior
					        Vice President

/s/ Edward S. Givens		Member of Board of Control		March 31, 1997
Edward S. Givens

/s/ William D. Strittmatter	Member of Board of Control		March 31, 1997
William D. Strittmatter

/s/ Michael Tzougrakis		Member of Board of Control		March 31, 1997
Michael J. Tzougrakis


SIGNATURE
Pursuant to the requirements  of  the  Securities Exchange Act of
	1934, the co-registrant has duly caused this Form 10-K to  be
	signed  on  its  behalf  by  the  undersigned, thereunto duly
	authorized, in the city  of  Bethesda,  state of Maryland, on
	March 31, 1997.

									INDIANTOWN COGENERATION
									FUNDING CORPORATION

Date:  March 31, 1997				/s/ John R. Cooper
									Name: John R. Cooper
									Title: Chief Financial Officer,
									Principal Accounting Officer
									and Vice President

Pursuant to the requirements of the Securities Act of 1933,  this
	Form  10-K  has  been  signed by the following persons in the
	capacities and on the dates indicated.

Signature						Title					    Date

/s/ Joseph P. Kearney			Director and President,		March 31, 1997
Joseph P. Kearney

/s/ P. Chrisman Iribe			Director and Secretary,		March 31, 1997
P. Chrisman Iribe

/s/ John R. Cooper				Chief Financial Officer,	March 31, 1997
John R. Cooper				    Principal Accounting
						   		Officer and Vice President

/s/ Michael J. Tzougrakis		Director and Vice President	March 31, 1997
Michael J. Tzougrakis