SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~ ~~FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date of Report: October 22~~WASHINGTON, ~~2001 Commission~~D.C. ~~File Number 33-82034~~20549

~~INDIANTOWN~~FORM ~~COGENERATION, L.P. (Exact name of co~~8-~~registrant as specified in its charter)~~K

CURRENT REPORT Delaware 52-1722490 (StatePURSUANT orTO ~~other~~SECTION ~~jurisdiction~~13 of OR 15(~~I.R.S.~~d) ~~Employer~~OF ~~Identification Number)~~THE ~~incorporation~~SECURITIES orEXCHANGE ~~organization)~~ACT OF 1934

~~INDIANTOWN~~Date ~~COGENERATION FUNDING CORPORATION (Exact name~~ of ~~co-registrant~~Report: asOctober 27, ~~specified in its charter)~~2003

Delaware 52-1889595 (StateCommission orFile ~~other jurisdiction of (I.R.S. Employer Identification~~ Number~~) incorporation~~ ~~or organization)~~33-82034

~~7500~~INDIANTOWN ~~Old Georgetown Road~~COGENERATION, ~~13th Floor~~L.P. ~~Bethesda, Maryland 20814-6161~~ ~~(Registrants' address of principal executive offices)~~

(~~301)~~Exact name of co-~~280-6800 (Registrants'~~registrant ~~telephone~~as ~~number,~~specified ~~including~~in ~~area~~its ~~code~~charter)

Cautionary Note Regarding Forward-Looking Statements


Delaware		52-1722490

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

~~When~~INDIANTOWN ~~used~~COGENERATION inFUNDING ~~this report, words or phrases that are predictions of or~~CORPORATION ~~indicate future events and trends are subject to a number of risks and~~ ~~uncertainties which could cause actual results to differ materially from those~~ projected. Given such uncertainties, readers are cautioned not to place undue reliance on such statements. The Partnership undertakes no obligation to publicly update or revise any forward-looking statement to reflect current or future events or circumstances.

~~Item~~(Exact 5.name ~~Other~~of ~~Events.~~co-registrant as specified in its charter)

Indiantown Cogeneration, L.P. (Partnership) has a coal purchase agreement (the “Coal Purchase Agreement”) with Lodestar Energy, Inc. (LEI) pursuant to which LEI supplies all of the coal for the Partnership’s 330 megawatt (net) pulverized coal-fired cogeneration facility located in Indiantown, Florida and disposes of ash produced at that facility. Power produced from the facility is sold to Florida Power and Light under a long-term power purchase agreement. As previously reported, on April 27, 2001, an order for relief was entered in the Involuntary Petition under Chapter 11 of the United States Bankruptcy Code with respect to LEI and its parent, Lodestar Holdings Inc. (LHI), in the U.S. Bankruptcy Court in Lexington, Kentucky. Since that time, LHI and LEI have been operating their business as “debtors in possession.” On October 3, 2001, LEI filed a motion with the Bankruptcy Court seeking to reject the Coal Purchase Agreement. A hearing on the motion was scheduled to be held on or about October 16, 2001. LEI subsequently requested and was granted a deferral of this hearing until on or about November 2, 2001 to allow LEI and the Partnership to continue to negotiate potential modifications of the Coal Purchase Agreement. With the goal of avoiding the rejection of the Coal Purchase Agreement, the Partnership is continuing to negotiate with LEI to modify the Coal Purchase Agreement in a manner that is not reasonably expected to have a material adverse effect currently or materially increase the likelihood of the occurrence of a future material adverse effect. The Partnership is also exploring alternative sources of coal supply in the event its negotiations with LEI are unsuccessful and LEI is permitted to reject the Coal Purchase Agreement. If the negotiations with LEI about modifying the Coal Purchase Agreement are unsuccessful and LEI is permitted to reject the Coal Purchase Agreement, the Partnership will be required to obtain replacement coal. Although the Partnership believes that adequate coal supplies are available, the Partnership could experience significant business interruption if it is unable to secure, within a reasonable period of time, a replacement supply contract. Even if the Partnership is able to enter into a replacement supply contract on a commercially reasonable basis, resulting increased fuel costs could have a material adverse effect on the Partnership's financial condition. The Partnership has already secured back-up ash disposal services for all of its ash pursuant to an agreement with Waste Management, Inc. Other than with respect to developments that may have a material impact on the Partnership or its business operations beyond those possible as a result of the developments described herein, the Partnership is under no obligation nor does it intend to continuously provide updates of the LEI bankruptcy proceedings. However, copies of all pleadings filed with the Bankruptcy Court are available from the office of the clerk of the Bankruptcy Court.


Delaware		52-1889595

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

7600 Wisconsin Avenue ~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934~~Bethesda, ~~the registrant has~~ ~~duly caused this report to~~Maryland ~~be signed on its behalf by the~~20814-6161 ~~undersigned hereunto duly authorized.~~

~~Indiantown Cogeneration, L.P.~~ (~~Co-Registrant) Date:~~Registrants’ ~~October~~address ~~22,~~of ~~2001 /s/~~principal ~~John~~executive R. Cooper ----------------------------------- John R. Cooper Vice President (Chief Financial Officeroffices) Indiantown Cogeneration Funding Corporation (Co-Registrant) Date: October 22, 2001 /s/ John R. Cooper ----------------------------------- John R. Cooper Vice President (Chief Financial Officer)

(301)-718-6800

(Registrants’ telephone number, including area code)

Item 5. Other Events

Indiantown Cogeneration, L.P. replaces credit agreements

On October 10, 2003, Indiantown Cogeneration, L.P. (the “Partnership”) closed a transaction with Credit Lyonnais New York Branch (“CL”), as agent and arranger, to replace certain letters of credit and revolving facilities up to $52,925,906 required pursuant to certain of the Partnership’s contracts. The facilities include a Debt Service Letter of Credit up to $29,925,906, which has a term of seven years; Performance Letters of Credit up to $15,000,000, which have a term of five years; and a Working Capital Revolving Facility up to $8,000,000, which has a term of three years and is presently capped at $3,000,000. The Partnership satisfied the applicable conditions precedent set forth in the financing documents relating to this transaction.

Under the Performance Letters of Credit, the Energy Services Agreement Letter of Credit for $10,000,000 was issued in favor of Louis Dreyfus Citrus, Inc. (“LDC”).

Letters of credit previously drawn by LDC on November 14, 2002 and by FPL on December 16, 2002 for $10.0 million and $1.7 million, respectively, and which converted to term loans, were paid in full at closing. Subordinated fees and interest under the Management Services Agreement and the Operation and Maintenance Agreement totaling $1,161,573 and $2,329,837, respectively, were also paid at closing.

The Debt Service Letter of Credit, which was issued for the full $29,925,906, replaces one that was due to expire on November 22, 2005. Pursuant to the terms of the Disbursement Agreement, available cash flows were required to be deposited on a monthly basis beginning on May 22, 2002 into the Debt Service Reserve Account or the Tax Exempt Debt Service Reserve Account, as the case may be, until the required Debt Service Reserve Account Maximum Balance was achieved. Deposits previously made by the Partnership into the Debt Service Reserve Account totaling $12,000,000 as of September 30, 2003 were returned to the Revenue Account as a result of the replacement Debt Service Reserve Letter of Credit and were used for the payment of the subordinated fees and interest and the repayment of the letter of credit term loans.

The Partnership owns and operates a 330 net mega-watt coal-fired cogeneration facility in southwestern Martin County, Florida. Output from the facility is sold to Florida Power & Light Company under a long-term power purchase agreement.

Item 7. Exhibits


Exhibit
No.		Description

4		First Amendment, dated as of October 10, 2003, to the Assignment and Security Agreement, dated as of November 1, 1994.

10.1		Amended and Restated Disbursement Agreement, dated as of October 10, 2003, among Indiantown Cogeneration, L.P., Indiantown Cogeneration Funding Corporation, The Bank of New York, as Tax-Exempt Trustee, The Bank of New York, as Trustee, Credit Lyonnais New York Branch, as agent bank under the Reimbursement Agreement, the Working Capital Facility and the Debt Service Reserve Letter of Credit Reimbursement Agreement, Deutsche Bank Trust Company Americas, as Collateral Agent, Martin County Industrial Development Authority, and The Bank of New York, as Disbursement Agent.

10.2		Debt Service Reserve Letter of Credit and Reimbursement Agreement, among Indiantown Cogeneration, L.P., as Borrower, and the Several Banks and Other Financial Institutions and Entities Parties Hereto from Time to Time, BNP Paribas, as Initial Bank, and Credit Lyonnais New York Branch, as Agent, dated as of October 10, 2003.

10.3		Letter of Credit and Reimbursement Agreement among Indiantown Cogeneration, L.P., as Borrower, BNP Paribas, as Initial Bank, the Several Banks and Other Financial Institutions and Entities Parties Hereto from Time to Time, and Credit Lyonnais New York Branch, as Agent, dated as of October 10, 2003.

10.4		Revolving Credit Agreement among Indiantown Cogeneration, L.P., as Borrower, the Several Banks and Other Financial Institutions and Entities Parties Hereto from Time to Time, and Credit Lyonnais New York Branch, as Agent, dated as of October 10, 2003.

10.5		First Amendment, dated as of October 10, 2003, to the Amended and Restated Authority Loan Agreement, dated as of November 1, 1994.

10.6		First Amendment, dated as of October 10, 2003, to the Collateral Agency and Intercreditor Agreement, dated as of November 1, 1994.

10.7		First Supplemental Indenture, dated as of October 10, 2003, to the Amended and Restated Indenture of Trust, dated as of November 1, 1994.

10.8		Third Supplemental Indenture, dated as of October 10, 2003, to the Trust Indenture, dated as of November 1, 1994.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Indiantown Cogeneration, L.P. (Co-Registrant)

Date: October 27, 2003		/s/ P. CHRISMAN IRIBE

		P. Chrisman Iribe
		President

		Indiantown Cogeneration Funding Corporation (Co-Registrant)

Date: October 27, 2003		/s/ P. CHRISMAN IRIBE

		P. Chrisman Iribe
		President

Filing Compare · INDIANTOWN COGENERATION FUNDING CORP