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

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 (Date Ofof ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~September~~January 1526, ~~2004~~2005

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 incorporation or organization)		(I.R.S. Employer Identification Number)

(Exact name of co-registrant as specified in its charter)

INDIANTOWN COGENERATION FUNDING CORPORATION (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)

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

INDIANTOWN COGENERATION FUNDING CORPORATION

~~7600~~(Exact ~~Wisconsin~~name ~~Avenue Bethesda,~~of ~~Maryland 20814 (Co~~co-~~registrants’~~registrant ~~address~~as ofspecified ~~principal~~in ~~executive~~its ~~offices~~charter)


Delaware		52-1889595

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

7600 Wisconsin Avenue
Bethesda, Maryland 20814-6161
(Co-registrants’ address of principal executive offices)

(301) 280-6800
(Co-registrants’ telephone number, including area code)

Item 84.01 ~~Other~~Changes ~~Events~~in Registrant’s Certifying Accountant

~~Relationship~~On ~~with~~January 26, ~~National~~2005, ~~Energy~~Ernst & ~~Gas~~Young ~~Transmission~~LLP was dismissed as the independent accountants for Indiantown Cogeneration, ~~Inc~~L.P. and its subsidiary, Indiantown Cogeneration Funding Corporation (“~~NEGT~~Co-registrants”). The reports issued by Ernst & Young LLP as of and for the years ended December 31, 2003 and 2002 did not contain an adverse opinion, a disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Co-Registrants’ financial statements for each of the two fiscal years ended December 31, 2003 and 2002, and through January 26, 2005, there were no disagreements with Ernst & Young LLP on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which if not resolved to the satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make reference to the matter in their report.

OnDuring ~~September 15,~~the ~~2004,~~two ~~NEGT~~fiscal ~~announced that it had entered into a definitive~~years ~~purchase~~ended ~~agreement~~December ~~with GS Power Holdings II LLC~~31, a2003 ~~wholly~~and ~~owned subsidiary of The Goldman Sachs Group~~2002, ~~Inc., (the “GS Power Agreement”) to acquire NEGT’s equity interests in 12 power plants~~ and athrough ~~natural gas pipeline~~January 26, ~~including NEGT’s indirect ownership interests in Indiantown Cogeneration~~2005, ~~L.P.~~there ~~(the “Partnership”).~~have ~~The~~been GSno ~~Power Agreement resulted from a multi-round bankruptcy~~reportable ~~court-sanctioned~~events ~~auction~~as ~~bidding~~defined ~~process~~ in which GS Power Holdings II LLC was ultimately the winning bidder. As a result, the purchase agreement between NEGT and Denali Power, LLC previously disclosed in a Quarterly Report on Form 10-Q for the quarter ended JuneRegulation ~~30, 2004 will ultimately be terminated prior to the consummation of the sale under the GS Power Agreement. On September 23, 2004, the U.~~S.-K ~~Bankruptcy Court for the District of Maryland, Greenbelt Division~~ Item 304(~~“Bankruptcy Court”~~a) ~~issued an order approving the GS Power Agreement~~(1)(v). ~~NEGT expects the transaction, which is subject to certain regulatory and third~~ ~~party approvals, to close in the first quarter of 2005. The Goldman Sachs~~ Group, Inc., through its ownership of Cogentrix Energy, Inc., already owns indirect beneficial interests in the Partnership through the general partner interest of Palm Power Corporation and limited partner interest of Thaleia LLC.

The ~~Partnership~~Co-registrants ishave ~~managed~~requested bythat ~~Power~~Ernst ~~Services Company (“PSC”, formerly known as PG~~&E ~~National~~Young ~~Energy~~LLP ~~Group~~furnish ~~Company),~~them ~~pursuant~~with to a ~~Management~~letter ~~Services Agreement~~addressed (to the ~~“MSA”).~~Securities ~~The~~and ~~Facility~~Exchange isCommission ~~operated~~stating bywhether ~~U.S.~~or ~~Operating~~not ~~Services Company~~it ~~(“OSC”,~~agrees ~~formerly~~with ~~known~~the asabove ~~PG&E Operating Services Company), pursuant to~~statements. anA ~~Operation~~copy ~~and~~of ~~Maintenance~~such ~~Agreement~~letter, ~~(the~~dated ~~“O&M~~January 28, ~~Agreement”).~~2005, ~~PSC~~is ~~and~~filed ~~OSC~~as ~~are general~~Exhibit 16 ~~partnerships~~to ~~indirectly~~this ~~wholly~~Form ~~owned by NEGT~~8-K.

~~NEGT’s~~The ~~indirect~~Co-registrants ~~ownership~~engaged ~~interest~~PricewaterhouseCoopers inLLP ~~the~~as ~~general~~its ~~partner~~new ~~interest~~independent ofaccountants ~~Palm~~as of ~~Power~~January 26, ~~Corporation~~2005. During the two most recent fiscal years and through January 26, 2005, the Co-registrants ~~limited~~have ~~partner~~not ~~interest~~consulted with PricewaterhouseCoopers LLP regarding either (i) the application of ~~Thaleia~~accounting ~~LLC~~principles ~~are~~to ~~included~~a specified transaction, either completed or proposed; or ~~within~~the type of audit opinion that might be rendered on the ~~sale~~Co-registrants’ asfinancial ~~contemplated~~statements, and neither a written report was provided on the Co-registrants’ financial statements or oral advice was provided that PricewaterhouseCoopers LLP concluded was an important factor considered by the Co-registrants GSin ~~Power~~reaching ~~Agreement~~a (decision as to the ~~“GS~~accounting, ~~Power~~auditing or financial reporting issue; ~~Sale”~~or (ii). any Asmatter ~~presently~~that ~~contemplated,~~was either the GSsubject ~~Power~~of ~~Sale~~a disagreement, ifas ~~consummated,~~that term is ~~not expected~~defined toin ~~affect~~Item 304(a)(1)(iv) ~~the~~of ~~MSA~~Regulation S-K and the ~~O&M~~related ~~Agreement~~instructions ~~with~~to ~~the~~Item 304 ~~Partnership~~of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

~~Credit~~The ~~Ratings~~change in independent accountants was approved by the Audit Committee of the Co-registrants.

OnItem ~~September 17, 2004, Moody’s Investors Services (“Moody’s”) issued a credit opinion confirming the Partnership’s senior secured debt rating at Ba1 with a stable rating outlook~~9. In this credit opinion, Moody’s stated that the rating considers the September 15, 2004 announcement by NEGT concerning the GS Power Agreement, which includes NEGT’s indirect ownership in the Partnership. 01Exhibits


Exhibit No.		Description

16		Letter from Ernst & Young LLP regarding change of accountant dated January 28, 2005.

~~On September 24, 2004 Standard and Poor’s (“S&P”) issued a bulletin stating~~SIGNATURE ~~that it does not expect the recent announcement by NEGT concerning the GS Power~~ ~~Agreement to affect the rating on the senior secured debt of Indiantown~~ ~~Cogeneration Funding Corporation, which is currently at BBB- with a credit~~ ~~watch negative. S&P also stated that is analyzing the possible effects of the proposed ownership change on the project.~~

~~Cautionary~~ Pursuant ~~Statement~~to ~~Regarding~~the ~~Forward~~requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the co-~~Looking~~registrants ~~Statements~~have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

The information in this Current Report on Form 8-K includes forward-looking statements about the future that are necessarily subject to various risks and uncertainties. Use of words like “anticipate,” “estimate,” “intend,” “project,” “plan,” “expect,” “will,” “believe,” “could,” and similar expressions help identify forward-looking statements under the Private Securities Litigation Reform Act. These statements are based on current expectations and assumptions, which the Partnership believes are reasonable and on information currently available to the Partnership. Actual results could differ materially from those contemplated by the forward-looking statements. Consequently, the forward-looking statements in this Current Report should not be regarded as representations by the Partnership or any other person that the expected outcomes can or will be achieved. Some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements are described in the Partnership’s Annual Report on Form 10-K.


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

Date: January 28, 2005		/s/ P. CHRISMAN IRIBE

		P. Chrisman Iribe
		President

		Indiantown Cogeneration Funding
		Corporation
		(Co-registrant)

Date: January 28, 2005		/s/ P. CHRISMAN IRIBE

		P. Chrisman Iribe
		President

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the co-registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

		Indiantown Cogeneration, L.P. (Co-registrant)
Date: September 30, 2004		/s/ J. TRACY MEY J. Tracy Mey Controller and Chief Accounting Officer
		Indiantown Cogeneration Funding Corporation (Co-registrant)
Date: September 30, 2004		/s/ J. TRACY MEY J. Tracy Mey Controller and Chief Accounting Officer

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