UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~June~~September 30, ~~2002~~2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number	Exact name of registrants as specified in their charters, State of ~~Incorporation~~Organization, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number
33-87902	ESI TRACTEBEL FUNDING CORP. (a Delaware corporation)	04-3255377
33-87902-02	NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (a Massachusetts limited partnership)	04-2955642
33-87902-01	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (a New Jersey limited partnership)	04-2955646
333-52397	ESI TRACTEBEL ACQUISITION CORP. (a Delaware corporation)	65-0827005
333-52397-01	NORTHEAST ENERGY, LP (a Delaware limited partnership)	65-0811248
c/o FPL Energy, LLC 700 Universe Boulevard Juno Beach, Florida 33408 (561) 691-7171
Indicate by check mark whether the registrants (1) have 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 and (2) have been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrants are accelerated filers as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [ ] No [X]
Indicate by check mark whether the registrants are shell companies as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of July 31, 2002, there were issued and outstanding 10,000 shares of ESI Tractebel Funding Corp.'s common stock. As of July 31, 2002, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
As of October 31, 2005, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
This combined Form 10-Q represents separate filings by ESI Tractebel Funding Corp., Northeast Energy Associates, a limited partnership, North Jersey Energy Associates, a limited partnership, ESI Tractebel Acquisition Corp. and Northeast Energy, LP. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to any other registrant.
This combined Form 10-Q represents separate filings by ESI Tractebel Acquisition Corp. and Northeast Energy, LP. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to the other registrant.

CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), ESI Tractebel Funding Corp. (Funding Corp.), Northeast Energy Associates, a limited partnership (NEA) and North Jersey Energy Associates, a limited partnership (NJEA) (collectively, the Partnerships), ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP) (all five entities collectively, the registrants) are hereby filing cautionary statements identifying important factors that could cause the registrants' actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the registrants in this combined Form 10-Q, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as will likely result, are expected to, will continue, is anticipated, estimated, projection, outlook) are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause the registrants' actual results to differ materially from those contained in forward-looking statements made by or on behalf of the registrants.
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP) are hereby filing cautionary statements identifying important factors that could cause their actual results and the actual results of ESI Tractebel Funding Corp. (Funding Corp.), Northeast Energy Associates, a limited partnership (NEA) and North Jersey Energy Associates, a limited partnership (NJEA) (collectively, the Partnerships and, together with Funding Corp., Acquisition Corp. and NE LP, the registrants), to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the registrants in this combined Form 10-Q, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "believe," "could," "estimated," "may," "plan," "potential," "projection," "target," "outlook") are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause the registrants' actual results to differ materially from those contained in forward-looking statements made by or on behalf of any of the registrants.
Any forward-looking statement speaks only as of the date on which such statement is made, and the registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
Any forward-looking statement speaks only as of the date on which such statement is made, and the registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which such statement is made. New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
Some important factors that could have a significant impact on the registrants' operations and financial results, and could cause the registrants' actual results or outcomes to differ materially from those discussed in the forward-looking statements, include:
The following are some important factors that could have a significant impact on the registrants' operations and financial results, and could cause the registrants' actual results or outcomes to differ materially from those discussed in the forward-looking statements:
·	The registrants are subject to changes in laws or regulations, including the Public Utility Regulatory Policies Act of 1978, as amended (PURPA) and the Energy Policy Act of 2005, changing governmental policies and regulatory actions, including those of the Federal Energy Regulatory Commission (FERC), with respect to, but not limited to, acquisition, and disposal of assets and facilities, and present or prospective wholesale and retail competition.
·	The registrants are subject to extensive federal, state and local environmental statutes, rules and regulations relating to air quality, water quality, waste management, natural resources and health and safety that could, among other things, restrict or limit the output of certain facilities or the use of certain fuels required for the production of electricity and/or require additional pollution control equipment and otherwise increase costs. There are significant capital, operating and other costs associated with compliance with these environmental statutes, rules and regulations, and those costs could be even more significant in the future.
·	The registrants operate in a changing market environment influenced by various legislative and regulatory initiatives regarding deregulation, regulation or restructuring of the energy industry, including deregulation of the production and sale of electricity. The registrants will need to adapt to these changes and may face increasing competitive pressure.
·	~~The~~A ~~Partnerships~~substantial ~~were~~portion ~~developed~~of ~~and~~the ~~are~~output ~~operated~~from asthe ~~Qualifying~~Partnerships' ~~Facilities~~power ~~(QFs)~~generation facilities is sold under ~~PURPA~~long-term ~~and~~power ~~the~~purchase ~~regulations~~agreements ~~promulgated~~to ~~thereunder~~three byregulated ~~the~~utilities, ~~FERC.~~two ~~FERC~~of ~~regulations~~which ~~require~~are ~~that~~under atcommon ~~least~~control. 5%The limited number of power purchasers creates a ~~QF's~~concentration ~~total~~of ~~energy~~counterparty risk. The remaining output befrom ~~useful~~the ~~thermal~~power ~~energy.~~generation Tofacilities ~~meet~~is ~~this~~sold, ~~requirement~~from time to time, in the ~~Partnerships~~merchant ~~sell~~markets. ~~steam~~In ~~under~~addition, ~~long-term~~it ~~sales~~is expected that upon expiration of the power purchase agreements, tothe ~~two~~residual ~~unrelated~~portion ~~third~~of ~~parties~~the ~~for~~electrical ~~use~~output will be sold in ~~gas~~the ~~and~~merchant ~~chemical~~market. ~~processing~~Merchant ~~facilities~~plants tosell ~~maintain~~power ~~their~~based QFon ~~status~~market conditions at the time of sale. The ~~Partnerships~~amount ~~are~~and ~~dependent~~timing ~~upon~~of revenues to be received from the ~~on-going~~merchant ~~operations~~markets ofin ~~these~~the ~~facilities~~future is uncertain. ~~Loss~~In ofDecember QF2003, ~~status~~an ~~would~~amended ~~entitle~~and ~~one~~restated power ~~purchaser~~purchase toagreement ~~renegotiate~~between ~~the~~NJEA ~~price~~and ~~provisions~~a ofNew ~~its~~Jersey utility became effective and in February 2005, amended and restated power purchase ~~agreement~~agreements between NEA and ~~one~~two ~~power~~Massachusetts ~~purchaser~~utilities became effective. These agreements provide for, among other things, the ability to ~~terminate~~deliver ~~its~~electricity ~~power~~to ~~purchase~~these ~~agreement~~utilities from sources other than the NJEA and NEA facilities.
·	AThe ~~substantial~~operation ~~portion~~ of ~~the~~power ~~output~~generation ~~from~~facilities ~~the~~involves ~~Partnerships'~~many ~~power~~risks, ~~generation~~including ~~facilities~~start isup ~~sold~~risks, ~~under~~breakdown ~~long-term~~or ~~power~~failure ~~purchase~~of ~~agreements~~equipment, totransmission ~~four~~lines ~~regulated~~or ~~utilities~~pipelines, ~~two~~use of ~~which~~new ~~are~~technology, ~~under~~the ~~common~~dependence ~~control.~~on ~~The~~a ~~limited~~specific ~~number~~fuel ofsource, ~~power~~including ~~purchasers~~the ~~creates~~supply aand ~~concentration~~transportation of ~~counterparty~~fuel, ~~risk.~~or ~~The~~the ~~remaining~~impact ~~output~~of ~~from~~unusual ~~the~~or ~~power~~adverse ~~generation~~weather ~~facilities~~conditions is(including ~~sold~~natural disasters), ~~from~~as ~~time~~well toas ~~time,~~the inrisk ~~the~~of ~~merchant~~performance ~~markets.~~below Inexpected ~~addition,~~or itcontracted islevels ~~expected~~of ~~that~~output ~~upon~~or ~~expiration~~efficiency. ofThis ~~the~~could ~~power~~result ~~purchase~~in ~~agreements,~~lost ~~the~~revenues ~~residual~~and/or ~~portion~~increased ofexpenses. ~~the~~Insurance, ~~electrical~~warranties ~~output~~or ~~will~~performance beguarantees ~~sold~~may innot ~~the~~cover ~~merchant~~any ~~market.~~or ~~Merchant~~all ~~plants~~of ~~sell~~the ~~power~~lost ~~based~~revenues onor ~~market~~increased ~~conditions~~expenses, atincluding the ~~time~~cost of ~~sale~~replacement power. ~~The~~Breakdown ~~amount~~ or ~~timing~~failure of ~~revenues~~an tooperating befacility ~~received~~may ~~from~~prevent the ~~merchant~~facility ~~markets~~from performing under applicable power sales agreements which, in certain situations, could result in termination of the ~~future~~agreement isor ~~uncertain~~incurring a liability for liquidated damages.
·	The ~~operation~~registrants ofuse ~~power~~derivative ~~generation~~instruments, ~~facilities~~such ~~involves~~as ~~many~~swaps ~~risks~~and options, ~~including~~futures ~~start~~and ~~up risks~~forwards, ~~breakdown~~to ormanage ~~failure~~their ofcommodity ~~equipment,~~and ~~transmission~~financial ~~lines,~~market ~~pipelines,~~risks. ~~the~~The ~~dependence~~registrants oncould arecognize ~~specific~~financial ~~fuel~~losses ~~source~~as ora ~~the~~result ~~impact~~ of ~~unusual~~volatility orin ~~adverse~~the ~~weather~~market ~~conditions~~values ~~(including~~of ~~natural~~these ~~disasters)~~contracts, asor ~~well~~if asa ~~the~~counterparty ~~risk~~fails ofto ~~performance~~perform. ~~below~~In ~~expected~~the ~~levels~~absence of ~~output~~actively orquoted ~~efficiency.~~market ~~This~~prices ~~could~~and ~~result~~pricing ininformation ~~lost~~from ~~revenues~~external ~~and/or increased expenses. Insurance~~sources, ~~warranties~~the orvaluation ~~performance~~of ~~guarantees~~these ~~may~~derivative ~~not~~instruments ~~cover~~involves ~~any~~management's judgment or ~~all~~use of ~~the~~estimates. ~~lost~~As ~~revenues~~a ~~or increased expenses~~result, ~~including~~changes in the ~~cost~~underlying ofassumptions ~~replacement power. Breakdown~~ or ~~failure~~use of analternative ~~operating~~valuation ~~facility~~methods ~~may prevent the facility from performing under applicable power sales agreements which, in certain situations,~~ could ~~result~~affect ~~in termination of~~ the ~~agreement~~reported orfair ~~payment~~value of ~~liquidated~~these ~~damages~~contracts.
·	~~The~~In addition to risks discussed elsewhere, risk factors specifically affecting the registrants' ~~use~~success ~~derivative~~include ~~instruments~~the ability to efficiently operate generating assets, ~~such~~the assuccessful ~~swaps~~and timely completion of project restructuring activities, the price and ~~options~~supply toof ~~manage~~fuel ~~their~~(including ~~commodity~~transportation), transmission constraints, competition from new sources of generation, excess generation capacity and demand for power. There can be significant volatility in market prices for fuel and electricity, and there are other financial, counterparty and market risks that are beyond the control of the registrants. The registrants' ~~could~~inability ~~recognize~~or ~~financial~~failure ~~losses~~to aseffectively ahedge ~~result~~their ofassets ~~volatility~~or inpositions ~~the~~against ~~market~~changes ~~values~~in ofcommodity ~~these~~prices, ~~contracts~~interest rates, counterparty credit risk or other risk measures could significantly impair their future financial results. In addition, the registrants' business depends upon transmission facilities owned and operated by others; if atransmission ~~counterparty~~is ~~fails~~disrupted or capacity is inadequate or unavailable, the registrants' ability to ~~perform~~sell and deliver its wholesale power may be limited.
·	InThe ~~addition to risks discussed elsewhere, risk factors specifically affecting the~~ registrants' ~~success~~results ~~include~~of ~~the~~operations ~~ability~~are toaffected ~~efficiently~~by ~~operate~~changes ~~generating~~in ~~assets,~~ the ~~price and supply of fuel, transmission constraints, competition from new sources of generation and demand for power~~weather. ~~There~~Severe weather can be ~~significant volatility in market prices for fuel~~destructive, ~~and~~causing ~~there~~outages ~~are other financial, counterparty~~ and ~~market risks that are beyond the control of the registrants. The registrants' inability~~ /or ~~failure~~property ~~to effectively hedge its assets or positions against changes in commodity prices~~damage, ~~interest~~and ~~rates,~~could ~~counterparty~~disrupt ~~credit~~fuel ~~risk~~supply orwhich ~~other risk measures~~ could ~~significantly~~require ~~impair~~additional ~~its~~costs ~~future~~to ~~financial~~be ~~results~~incurred.
·	The registrants are subject to costs and other effects of legal and administrative proceedings, settlements, investigations and claims;, as well as the effect of new, or changes in, tax laws, rates or policies, rates of inflation, or accounting standards, securities laws or corporate governance requirements.
·	The registrants ~~ability~~are subject to ~~obtain~~direct ~~insurance,~~and indirect effects of terrorist threats and ~~the~~activities. ~~cost~~Generation and transmission facilities, in general, have been identified as potential targets. The effects of terrorist threats and ~~coverage~~activities ~~provided~~include, byamong other things, terrorist actions or responses to such ~~insurance~~actions or threats, ~~could~~the beinability ~~affected~~to bygenerate, ~~recent~~purchase ~~national~~or ~~events~~transmit power, the risk of a significant slowdown in growth or a decline in the U.S. economy, delay in economic recovery in the U.S., and the increased cost and adequacy of security and insurance.
·	The registrants' ~~are substantially leveraged. The~~ ability ~~of the registrants~~ to ~~make~~obtain ~~interest~~insurance, and ~~principal payments and fund capital expenditures is dependent on~~ the ~~future~~cost ~~performance~~ of ~~the~~and ~~Partnerships.~~coverage ~~Future~~provided ~~performance~~by issuch ~~subject~~insurance, tocould ~~general~~be ~~economic,~~affected ~~financial,~~by ~~competitive~~national, ~~legislative,~~state ~~regulatory~~or ~~and~~local ~~other~~events ~~factors~~as ~~that~~well ~~are~~as ~~beyond~~registrant-specific ~~the control of the registrants~~events. ~~The registrants are also subject to restrictive covenants under the debt agreements that will limit the ability to borrow additional funds.~~
·	The registrants are substantially leveraged. The ability of the registrants to make interest and principal payments and fund capital expenditures is dependent on the future performance of the Partnerships. Future performance is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the control of the registrants. The registrants are also subject to restrictive covenants under their debt agreements that will limit the ability to borrow additional funds.
·	All obligations of the Partnerships are non-recourse to the direct and indirect owners of the registrants. Following any default by the Partnerships, security is limited to the owners' economic interests in the Partnerships. The owners have no meaningful revenues other than the distributions they receive from the Partnerships. In the event of default, the ability of the owners to satisfy any obligations will be limited to amounts payable by the Partnerships as distributions.
The issues and associated risks and uncertainties described above are not the only ones the registrants may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair the registrants' businesses in the future.
The issues and associated risks and uncertainties described above are not the only ones the registrants may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair the registrants' businesses and financial results in the future.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NORTHEAST ENERGY, LP (A ~~LIMITED~~ PARTNERSHIP) AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Thousands of Dollars) (Unaudited)

								June 30, 2002			December 31, 2001
							September 30, 2005			December 31, 2004
ASSETS
Current assets:
	Cash and cash equivalents	~~Cash and cash equivalents~~					$	$107,455	~~73,130~~	$	$51,104	~~45,003~~
	Accounts receivable	~~Accounts receivable~~						108,724	~~44,604~~		45,860	~~33,808~~
	Due from related party	~~Due from related party~~						-	~~2,108~~		3,812	~~1,757~~
	Spare parts inventories	~~Spare parts inventories~~						3,768	~~9,548~~		3,379	~~10,787~~
	Fuel inventories	~~Fuel inventories~~						9,880	~~8,566~~		5,559	~~7,132~~
	Prepaid expenses and other current assets	~~Prepaid expenses and other current assets~~						5,076	~~3,975~~		10,084	~~188~~
				Total current assets	~~Total current assets~~			234,903	~~141,931~~		119,798	~~98,675~~
Non-current assets:
			Deferred debt issuance costs (net of accumulated amortization of $2,756 and $2,443, respectively)						4,204			4,517
		Deferred debt issuance costs (net of accumulated amortization of $4,651 and $4,240, respectively)						2,309			2,720
			Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $98,364 and $87,190, respectively)						424,102			433,518
		Land						4,712			4,712
			Power purchase agreements (net of accumulated amortization of $232,193 and $205,538, respectively)						656,563			683,218
		Plant and equipment (net of accumulated depreciation of $160,381 and $146,344, respectively)						360,312			373,857
			Other assets						95			96
		Power purchase agreements (net of accumulated amortization of $435,186 and $382,336, respectively)						506,171			532,608
						Total non-current assets			1,084,964			1,121,349
		Other assets						9,090			42,873
TOTAL ASSETS								$	1,226,895		$	1,220,024
					Total non-current assets			882,594			956,770
LIABILITIES AND PARTNERS' EQUITY
TOTAL ASSETS							$	1,117,497		$	1,076,568
Current liabilities:
LIABILITIES AND PARTNERS' EQUITY
	Current portion of notes payable - the Funding Corp.							$	34,597		$	22,688
Current liabilities:
	Current portion of notes payable - the Acquisition Corp.								13,200			8,800
	Current portion of notes payable - the Funding Corp.						$	48,995		$	45,348
	Accounts payable								16,293			15,371
	Current portion of notes payable - the Acquisition Corp.							11,000			8,800
	Accrued interest payable - the Funding Corp. and the Acquisition Corp.								27,746			-
	Current portion of notes payable - affiliate							2,987			2,869
	Due to related parties								6,244			4,035
	Accrued interest payable							11,448			-
	Other accrued expenses								16,089			19,708
	Accounts payable							7,847			3,726
				Total current liabilities					114,169			70,602
	Due to related parties							39,029			29,370
Non-current liabilities:
	Other accrued expenses							20,848			15,654
			Deferred credit - fuel contracts						240,465			250,889
			Total current liabilities					142,154			105,767
			Notes payable - the Funding Corp.						364,123			376,032
Non-current liabilities:
			Notes payable - the Acquisition Corp.						206,800			211,200
		Deferred revenue						6,776			-
			Energy bank and other liabilities						146,435			153,010
		Notes payable - the Funding Corp.						251,981			278,302
			Lease payable						929			929
		Notes payable - the Acquisition Corp.						178,200			184,800
						Total non-current liabilities			958,752			992,060
		Note payable - affiliate						19,183			20,714
COMMITMENTS AND CONTINGENCIES
		Energy bank and other liabilities						54,313			84,541
Partners' equity:
		Lease payable						653			740
	General partners								2,871			3,029
					Total non-current liabilities			511,106			569,097
	Limited partners								147,690			155,413
COMMITMENTS AND CONTINGENCIES
	Accumulated other comprehensive income (loss)								3,413			(1,080	)
Partners' equity:
				Total partners' equity					153,974			157,362
	General partners							9,147			7,896
TOTAL LIABILITIES AND PARTNERS' EQUITY								$	1,226,895		$	1,220,024
	Limited partners							455,090			393,808
			Total partners' equity					464,237			401,704
TOTAL LIABILITIES AND PARTNERS' EQUITY							$	1,117,497		$	1,076,568

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the combined Annual Report on Form 10-K for the fiscal year ended December 31, ~~2001~~2004 (~~2001~~2004 Form 10-K) for NE LP and Subsidiaries.

NORTHEAST ENERGY, LP (A ~~LIMITED~~ PARTNERSHIP) AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Thousands of Dollars) (Unaudited)

					Three Months Ended June 30,									Six Months Ended June 30,
				Three Months Ended September 30,								Nine Months Ended September 30,
					2002					2001				2002				2001
					2005				2004				2005				2004
REVENUES				$	$114,826		~~90,547~~	$	115,697	$	~~77,449~~	$	253,666	$	~~192,944~~	$	317,553	$	~~169,998~~
COSTS AND EXPENSES:
COSTS AND EXPENSES (INCOME):
	Fuel				35,999		~~40,745~~		49,262		~~39,838~~		70,867		~~89,507~~		119,548		~~86,180~~
	Operations and maintenance				3,231		~~3,499~~		4,421		~~3,345~~		10,873		~~6,520~~		12,674		~~6,975~~
	Depreciation and amortization				23,789		~~18,915~~		20,365		~~18,873~~		67,989		~~37,829~~		61,012		~~37,746~~
	General and administrative				2,623		~~2,478~~		2,135		~~2,624~~		7,288		~~4,800~~		6,028		~~4,988~~
			Total costs and expenses				65,637				64,680				138,656				135,889
		Net gain on restructuring of contracts			-				-				(19,487	)			(103,176	)
OPERATING INCOME							24,910				12,769				54,288				34,109
			Total costs and expenses		65,642				76,183				137,530				96,086
OTHER EXPENSE (INCOME):
OPERATING INCOME					49,184				39,514				116,136				221,467
		Amortization of debt issuance costs					157				161				313				318
OTHER EXPENSE (INCOME):
		Interest expense					17,337				18,634				34,857				37,240
		Amortization of debt issuance costs			138				144				411				430
		Interest income					(223	)			(962	)			(401	)			(1,383	)
		Interest expense			13,048				15,032				41,223				46,449
		Change in fair value of derivatives					(17	)			2,017				(3,478	)			20,098
		Interest income			(328	)			(58	)			(773	)			(249	)
			Total other expense - net				17,254				19,850				31,291				56,273
		Other (income) expense			(273	)			(9	)			(630	)			887
Income (loss) before cumulative effect of a change in accounting principle							7,656				(7,081	)			22,997				(22,164	)
			Total other expense - net		12,585				15,109				40,231				47,517
Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"							-				-				-				18,268
NET INCOME				$	36,599			$	24,405			$	75,905			$	173,950
NET INCOME (LOSS)					$		7,656			$	(7,081	)		$	22,997			$	(3,896	)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

					Six Months Ended June 30,
			Nine Months Ended September 30,
						2002				2001
				2005				2004
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	128,585	$	~~60,762~~	$	78,964	$	~~52,709~~
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(492	)	~~(1,757~~	)	(593	)	~~(1,197~~	)
		Net cash used in investing activities		(492	)	~~(1,757~~	)	(593	)	~~(1,197~~	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Distributions to partners					(30,878	)			(18,672	)
	Principal payment on the Funding Corp. notes			(22,674	)			(14,282	)
		Net cash used in financing activities				(30,878	)			(18,672	)
	Principal payment on the Acquisition Corp. note			(4,400	)			(4,400	)
Net increase in cash and cash equivalents						28,127				32,840
	Principal payments on the affiliate notes			(31,296	)			(1,264	)
Cash and cash equivalents at beginning of period						45,003				35,360
	Distributions to partners			(13,372	)			(41,665	)
Cash and cash equivalents at end of period					$	73,130			$	68,200
		Net cash used in financing activities		(71,742	)			(61,611	)
Net increase in cash and cash equivalents				56,351				16,760
Cash and cash equivalents at beginning of period				51,104				58,907
Cash and cash equivalents at end of period			$	107,455			$	75,667
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	24,286			$	26,004
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
	Assumption of liability by partners		$	29,883			$	-

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
CONDENSED COMBINED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

								June 30, 2002			December 31, 2001
							September 30, 2005			December 31, 2004
ASSETS
Current assets:
	Cash and cash equivalents	~~Cash and cash equivalents~~					$	$93,113	~~58,864~~	$	$51,071	~~43,969~~
	Accounts receivable	~~Accounts receivable~~						108,724	~~44,604~~		45,853	~~33,808~~
	Due from related party	~~Due from related party~~						-	~~2,108~~		3,812	~~1,757~~
	Spare parts inventories	~~Spare parts inventories~~						3,768	~~9,548~~		3,379	~~10,787~~
	Fuel inventories	~~Fuel inventories~~						9,880	~~8,566~~		5,559	~~7,132~~
	Prepaid expenses and other current assets	~~Prepaid expenses and other current assets~~						5,068	~~3,963~~		10,084	~~176~~
				Total current assets	~~Total current assets~~			220,553	~~127,653~~		119,758	~~97,629~~
Non-current assets:
			Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $98,364 and $87,190, respectively)						424,102			433,518
		Land						4,712			4,712
			Power purchase agreements (net of accumulated amortization of $232,193 and $205,538, respectively)						656,563			683,218
		Plant and equipment (net of accumulated depreciation of $160,381 and $146,344, respectively)						360,312			373,857
			Other assets						95			96
		Power purchase agreements (net of accumulated amortization of $435,186 and $382,336, respectively)						506,171			532,608
						Total non-current assets			1,080,760			1,116,832
		Other assets						9,090			42,873
TOTAL ASSETS								$	1,208,413		$	1,214,461
					Total non-current assets			880,285			954,050
LIABILITIES AND PARTNERS' EQUITY
TOTAL ASSETS							$	1,100,838		$	1,073,808
Current liabilities:
LIABILITIES AND PARTNERS' EQUITY
	Current portion of notes payable - the Funding Corp.							$	34,597		$	22,688
Current liabilities:
	Accounts payable								16,293			15,371
	Current portion of notes payable - the Funding Corp.						$	48,995		$	45,348
	Accrued interest payable - the Funding Corp.								18,957			-
	Accrued interest payable							7,205			-
	Due to related parties								6,106			4,035
	Accounts payable							7,847			3,726
	Other accrued expenses								16,089			19,570
	Due to related parties							39,029			29,346
				Total current liabilities					92,042			61,664
	Other accrued expenses							20,856			15,654
Non-current liabilities:
			Total current liabilities					123,932			94,074
			Deferred credit - fuel contracts						240,465			250,889
Non-current liabilities:
			Notes payable - the Funding Corp.						364,123			376,032
		Deferred revenue						6,776			-
			Energy bank and other liabilities						146,435			153,010
		Notes payable - the Funding Corp.						251,981			278,302
			Lease payable						929			929
		Energy bank and other liabilities						54,161			84,389
						Total non-current liabilities			751,952			780,860
		Lease payable						653			740
COMMITMENTS AND CONTINGENCIES
					Total non-current liabilities			313,571			363,431
Partners' equity:
COMMITMENTS AND CONTINGENCIES
	General partners								3,613			3,731
Partners' equity:
	Limited partners								357,393			369,286
	General partners							6,634			6,163
	Accumulated other comprehensive income (loss)								3,413			(1,080	)
	Limited partners							656,701			610,140
			Total partners' equity	~~Total partners' equity~~				663,335	~~364,419~~		616,303	~~371,937~~
TOTAL LIABILITIES AND PARTNERS' EQUITY							$	$1,100,838	~~1,208,413~~	$	$1,073,808	~~1,214,461~~

This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the ~~2001~~2004 Form 10-K for NEA and NJEA.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

CONDENSED COMBINED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

					Three Months Ended June 30,									Six Months Ended June 30,
				Three Months Ended September 30,								Nine Months Ended September 30,
					2002					2001				2002				2001
				2005				2004				2005				2004
REVENUES				$	$114,826		~~90,547~~	$	115,874	$	~~77,449~~	$	253,654	$	~~192,944~~	$	317,866	$	~~169,998~~
COSTS AND EXPENSES:
COSTS AND EXPENSES (INCOME):
	Fuel				35,999		~~40,745~~		49,262		~~39,838~~		70,867		~~89,507~~		119,548		~~86,180~~
	Operations and maintenance				3,231		~~3,499~~		4,421		~~3,345~~		10,873		~~6,520~~		12,674		~~6,975~~
	Depreciation and amortization				23,789		~~18,915~~		20,365		~~18,873~~		67,989		~~37,829~~		61,012		~~37,746~~
	General and administrative				2,623		~~2,478~~		2,135		~~2,624~~		7,282		~~4,800~~		6,028		~~4,988~~
			Total costs and expenses				65,637				64,680				138,656				135,889
		Net gain on restructuring of contracts			-				-				(19,487	)			(103,176	)
OPERATING INCOME							24,910				12,769				54,288				34,109
			Total costs and expenses		65,642				76,183				137,524				96,086
OTHER EXPENSE (INCOME):
OPERATING INCOME					49,184				39,691				116,130				221,780
		Interest expense					12,943				14,239				26,068				28,460
OTHER EXPENSE (INCOME):
		Interest income					(182	)			(839	)			(357	)			(1,266	)
		Interest expense			8,805				10,556				28,163				32,813
		Change in fair value of derivatives					(17	)			2,017				(3,478	)			20,098
		Interest income			(320	)			(58	)			(742	)			(237	)
			Total other expense - net				12,744				15,417				22,233				47,292
		Other expense			(273	)			(9	)			(630	)			887
Income (loss) before cumulative effect of a change in accounting principle							12,166				(2,648	)			32,055				(13,183	)
			Total other expense - net		8,212				10,489				26,791				33,463
Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"							-				-				-				18,268
NET INCOME				$	40,972			$	29,202			$	89,339			$	188,317
NET INCOME (LOSS)					$		12,166			$	(2,648	)		$	32,055			$	5,085

CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

					Six Months Ended June 30,
			Nine Months Ended September 30,
					2002				2001
			2005				2004
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	137,398	$	~~60,719~~	$	88,505	$	~~61,417~~
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(492	)	~~(1,757~~	)	(593	)	~~(1,197~~	)
		Net cash used in investing activities		(492	)	~~(1,757~~	)	(593	)	~~(1,197~~	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Distributions to partners					(44,067	)			(27,425	)
	Principal payment on the Funding Corp. notes			(22,674	)			(14,282	)
		Net cash used in financing activities				(44,067	)			(27,425	)
	Distributions to partners			(72,190	)			(56,424	)
Net increase in cash and cash equivalents						14,895				32,795
		Net cash used in financing activities		(94,864	)			(70,706	)
Cash and cash equivalents at beginning of period						43,969				34,471
Net increase in cash and cash equivalents				42,042				17,206
Cash and cash equivalents at end of period					$	58,864			$	67,266
Cash and cash equivalents at beginning of period				51,071				58,092
Cash and cash equivalents at end of period			$	93,113			$	75,298
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	15,468			$	16,799
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
	Assumption of liability by parent company		$	29,883			$	-

ESI TRACTEBEL FUNDING CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

								June 30, 2002				December 31, 2001
						September 30, 2005				December 31, 2004
ASSETS
Current assets:
	Cash	~~Cash~~				$	1	$	1	$	1	$	1
	Interest receivable from the Partnerships	~~Interest receivable from the Partnerships~~					7,205		~~18,957~~		-		-
	Current portion of notes receivable from the Partnerships	~~Current portion of notes receivable from the Partnerships~~					48,995		~~34,597~~		45,348		~~22,688~~
			Total current assets		~~Total current assets~~		56,201		~~53,555~~		45,349		~~22,689~~
Notes receivable from the Partnerships							251,981		~~364,123~~		278,302		~~376,032~~
TOTAL ASSETS						$	308,182	$	~~417,678~~	$	323,651	$	~~398,721~~
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable					$	48,995	$	~~34,597~~	$	45,348	$	~~22,688~~
	Accrued interest								18,957				-
	Accrued interest payable						7,205				-
			Total current liabilities	~~Total current liabilities~~			56,200		~~53,554~~		45,348		~~22,688~~
Debt securities payable							251,981		~~364,123~~		278,302		~~376,032~~
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, no par value, 10,000 shares authorized, issued and outstanding						1		1		1		1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY						$	308,182	$	~~417,678~~	$	323,651	$	~~398,721~~

CONDENSED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2002			2001			2002			2001
	2005			2004			2005			2004
Interest income	$	97,~~478~~205		$	98,~~940~~067		$	1822,~~957~~674		$	1924,~~880~~866
Interest expense		(97,~~478~~205	)		(98,~~940~~067	)		(1822,~~957~~674	)		(1924,~~880~~866	)
NET INCOME	$	-		$	-		$	-		$	-

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the ~~2001~~2004 Form 10-K for the Funding Corp.

ESI TRACTEBEL FUNDING CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Nine Months Ended September 30,

			2005			2004

NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-


CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from the Partnerships			22,674			14,282

		Net cash provided by investing activities		22,674			14,282


CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(22,674	)		(14,282	)

		Net cash used in financing activities		(22,674	)		(14,282	)


Net change in cash				-			-
Cash at beginning of period				1			1

Cash at end of period			$	1		$	1


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	15,468		$	16,799

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2004 Form 10-K for the Funding Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

									June 30, 2002				December 31, 2001
							September 30, 2005				December 31, 2004
ASSETS
Current assets:
	Interest receivable from NE LP	~~Interest receivable from NE LP~~					$	3,779	$	~~8,789~~	$	-	$	-
	Current portion of note receivable from NE LP	~~Current portion of note receivable from NE LP~~						11,000		~~13,200~~		8,800		~~8,800~~
			Total current assets			~~Total current assets~~		14,779		~~21,989~~		8,800		~~8,800~~
Non-current assets:
	Due from NE LP	~~Due from NE LP~~						152		~~152~~		152		~~152~~
	Note receivable from NE LP	~~Note receivable from NE LP~~						178,200		~~206,800~~		184,800		~~211,200~~
				Total non-current assets		~~Total non-current assets~~		178,352		~~206,952~~		184,952		~~211,352~~
TOTAL ASSETS							$	193,131	$	~~228,941~~	$	193,752	$	~~220,152~~
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable								$	13,200			$	8,800
	Income taxes payable						$	35			$	31
	Income taxes payable									20				19
	Current portion of debt securities payable							11,000				8,800
	Accrued interest									8,789				-
	Accrued interest payable							3,779				-
			Total current liabilities	~~Total current liabilities~~				14,814		~~22,009~~		8,831		~~8,819~~
Non-current liabilities:
	Deferred credit - interest rate hedge									92				98
	Debt securities payable							178,200				184,800
	Debt securities payable									206,800				211,200
	Other							50				59
				Total non-current liabilities	~~Total non-current liabilities~~			178,250		~~206,892~~		184,859		~~211,298~~
COMMITMENTS AND CONTINGENCIES
TOTAL LIABILITIES								193,064				193,690
Stockholders' equity:
COMMITMENTS AND CONTINGENCIES
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued									-				-
Stockholders' equity:
	Retained earnings									40				35
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued and outstanding							-				-
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY									$	228,941			$	220,152
	Retained earnings							67				62
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY							$	193,131			$	193,752

CONDENSED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2002			2001			2002			2001
	2005			2004			2005			2004
Interest income	$	43,~~394~~779		$	43,~~394~~955		$	811,~~789~~513		$	812,~~789~~041
Interest expense		(43,~~391~~776	)		(43,~~391~~952	)		(811,~~782~~504	)		(812,~~782~~032	)
Income before income taxes		3			3			79			79
Income tax expense		(1	)		(1	)		(24	)		(23	)
NET INCOME	$	2		$	2		$	5		$	56

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the ~~2001~~2004 Form 10-K for the Acquisition Corp.

~~NORTHEAST ENERGY, LP (A LIMITED PARTNERSHIP) AND SUBSIDIARIES NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP~~ ESI TRACTEBEL ~~FUNDING CORP. ESI TRACTEBEL~~ ACQUISITION CORP. ~~NOTES TO~~ CONDENSED ~~CONSOLIDATED FINANCIAL~~ STATEMENTS ~~NOTES~~OF TOCASH ~~CONDENSED~~FLOWS ~~COMBINED~~(Thousands ~~FINANCIAL~~of ~~STATEMENTS~~Dollars) ~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~ (Unaudited)

The accompanying condensed consolidated financial statements, condensed combined financial statements and condensed financial statements should be read in conjunction with the 2001 Form 10-K for the registrants. In the opinion of the registrants' management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. Certain amounts included in the prior year's financial statements have been reclassified to conform to the current year's presentation. The Funding Corp. and the Acquisition Corp. had no cash transactions for the six months ended June 30, 2002 and 2001 and therefore have not presented a statement of cash flows. The results of operations for an interim period may not give a true indication of results for the year. 1. Combined Statement of Partners' Equity NEA's and NJEA's general partner (GP) and limited partner (LP) equity balances are comprised of the following:

			Nine Months Ended September 30,

			2005			2004

NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-


CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from NE LP			4,400			4,400

		Net cash provided by investing activities		4,400			4,400


CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(4,400	)		(4,400	)

		Net cash used in financing activities		(4,400	)		(4,400	)


Net change in cash				-			-
Cash at beginning of period				-			-

Cash at end of period			$	-		$	-


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	7,734		$	8,086

	NEA						NJEA						Combined
	GP		LP		Total		GP		LP		Total		GP		LP		Total
	(Thousands of Dollars)
Balances, December 31, 2001	$	1,325	$	131,237	$	132,562	$	2,406	$	238,049	$	240,455	$	3,731	$	369,286	$	373,017	(a)
Balances, June 30, 2002	$	1,241	$	122,991	$	124,232	$	2,372	$	234,402	$	236,774	$	3,613	$	357,393	$	361,006	(b)

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2004 Form 10-K for the Funding Corp.

(a)	Exclusive of accumulated other comprehensive loss of $(1,080).
(b)	Exclusive of accumulated other comprehensive income of $3,413.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
ESI TRACTEBEL FUNDING CORP.
ESI TRACTEBEL ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

2.The ~~Accounting~~accompanying ~~for~~Condensed ~~Derivative~~Consolidated ~~Instruments~~Financial ~~and~~Statements, ~~Hedging~~Condensed ~~Activities~~Combined InFinancial ~~January~~Statements ~~2001, NE LP~~ and ~~the~~Condensed ~~Partnerships~~Financial ~~recorded~~Statements anshould ~~unrealized~~be ~~$18.3~~read ~~million~~in ~~gain~~conjunction aswith the ~~cumulative~~2004 ~~effect~~Form of10-K ~~adopting~~for ~~FAS 133, representing~~ the ~~effect of those derivative instruments for which hedge accounting was not applied~~registrants. ~~For~~In ~~those contracts where hedge accounting was applied,~~ the ~~adoption~~opinion of the new rules resulted in an unrealized gain of approximately $4.3 million to other comprehensive income for NE LP and the Partnerships for the twelve months ended December 31, 2001. Accumulated other comprehensive income (loss) is separately displayed in NE LPregistrants's ~~and the Partnerships' balance sheets. Included in NE LP's and the Partnerships' accumulated other comprehensive income is approximately $3.4 million as of June 30~~management, ~~2002 of net unrealized gains associated with cash flow hedges of forecasted fuel purchases through December 2002,~~ all ofadjustments ~~which~~(consisting ~~is expected to be realized and reclassified into earnings within the next twelve months. NE LP and the Partnerships realized and reclassified a net gain~~ of ~~approximately~~normal ~~$2.3~~recurring ~~million~~accruals) ~~and~~considered ~~$2.2~~necessary ~~million into earnings from accumulated other comprehensive income~~ for ~~the~~fair ~~three~~financial ~~and~~statement ~~six~~presentation ~~months~~have ~~ended~~been ~~June 30, 2002, respectively~~made. The ~~effective~~results ~~portion~~ of ~~the~~operations net loss on cash flow hedges (excluding the cumulative effect adjustment) included within other comprehensive income was a net loss of approximately $0.4 million and a net loss of approximately $3.5 million for ~~the~~an ~~three~~interim ~~months~~period ~~ended~~may ~~June~~not ~~30,~~give ~~2002 and 2001, respectively. The effective portion of the net gain (loss) on cash flow hedges (excluding the cumulative effect adjustment) included within other comprehensive income (loss) was~~ a ~~net~~true ~~gain~~indication of ~~approximately~~results ~~$6.7 million and a net loss of approximately $4.4 million~~ for the ~~six months ended June 30, 2002 and 2001, respectively~~year. 31. ~~Comprehensive~~Combined ~~Income~~Statement ~~(Loss) Comprehensive income (loss) below includes net income and net unrealized losses on cash flow hedges~~ of ~~forecasted~~Partners' ~~fuel~~Equity ~~purchases~~NEA's ~~for both NE LP~~ and ~~the~~NJEA's ~~Partnerships~~general ofpartner ~~approximately $~~(~~2.7~~GP) ~~million~~ and ~~$(4.5)~~limited ~~million~~partner ~~for the three months ended June 30, 2002 and 2001, respectively. Comprehensive income~~ (~~loss~~LP) ~~below~~equity ~~includes~~balances ~~net~~are ~~income~~comprised ~~and net unrealized gains (losses) on cash flow hedges~~ of ~~forecasted fuel purchases for both NE LP and~~ the ~~Partnerships of approximately $4.5 million and $(1.0) million for the six months ended June 30, 2002 and 2001, respectively.~~following:

	Three Months Ended June 30,							Six Months Ended June 30,
	NEA								NJEA							Combined
	2002			2001				2002			2001
	GP		LP			Total			GP		LP			Total		GP		LP		Total
	(Thousands of Dollars)
NE LP	$	4,909		$	(11,567	)		$	27,490		$	(4,913	)
Balances, December 31, 2004	$	2,509	$	248,504		$	251,013		$	3,654	$	361,636		$	365,290	$	6,163	$	610,140	$	616,303
The Partnerships	$	9,419		$	(7,134	)		$	36,548		$	4,068
Balances, September 30, 2005	$	2,991	$	296,257		$	299,248		$	3,643	$	360,444		$	364,087	$	6,634	$	656,701	$	663,335

NEA received approximately a $29.9 million non-cash contribution from NE LP related to costs associated with the execution of the amended and restated power purchase agreement, as described in Note 5 below, in the first quarter of 2005. Affiliates of NE LP's partners paid these costs in the form of loans in the same amount to NE LP with a maturity date of December 31, 2005. These loans were repaid with interest in April 2005 from funds otherwise available for NE LP partnership distributions. 2. Accounting for Derivative Instruments and Hedging Activities NE LP and the Partnerships reclassified net realized gains of approximately $0.5 million and $1.5 million into earnings from accumulated other comprehensive income for the three and nine months ended September 30, 2004, respectively. The effective portion of the net gain/loss on cash flow hedges included within comprehensive income was a net gain of approximately $12 thousand and approximately $41 thousand for the three and nine months ended September 30, 2004, respectively. There were no net gains/losses on cash flow hedges in comprehensive income for the three and nine months ended September 30, 2005. Unrealized mark-to-market gains and losses on derivative transactions represent the net unrealized effect of derivative transactions entered into as economic hedges (but which do not qualify for hedge accounting under Statement of Financial Accounting Standards No. (FAS) 133, "Accounting for Derivative Instruments and Hedging Activities," as amended) and the ineffective portion of transactions accounted for as cash flow hedges. These transactions have been entered into to reduce NE LP and the Partnerships' aggregate fuel cost and purchased power price risk. Changes in the derivatives' fair value for power purchases are recognized in operating revenues and fuel purchases are recognized in fuel expense in NE LP's and the Partnerships' condensed consolidated and combined statements of operations, unless hedge accounting is applied. NE LP and the Partnerships' had no instruments that qualified for hedge accounting in the first nine months of 2005. Unrealized mark-to-market (losses)/gains on derivative transactions were $(8.2) million and $6.1 million for the three months ended September 30, 2005 and 2004, respectively. Unrealized mark-to-market (losses)/gains on derivative transactions were $(4.9) ~~Commitments~~million and ~~Contingencies~~$49.1 million for the nine months ended September 30, 2005 and 2004, respectively. In addition, NE LP and the Partnerships recognized a net loss of $40.4 million in the first quarter of 2005 due to the write-off of derivative assets associated with NJEA's termination of its two off-peak power purchase contracts with FPL Energy Power Marketing, Inc. (PMI) and Suez Energy Marketing NA, Inc. (formerly known as Tractebel Energy Marketing, Inc.) (TEMI) which is reflected in a reduction to revenues for the nine months ended September 30, 2005. The current portion of the derivative assets is $3.6 million at September 30, 2005 and is included in the condensed combined and consolidated balance sheets under prepaid expenses and other current assets. There were no non-current derivative assets at September 30, 2005. The current portion of derivative liabilities is $8.6 million at September 30, 2005 and is included in the condensed combined and consolidated balance sheets under other accrued expenses. There were no non-current derivative liabilities at September 30, 2005. 3. Comprehensive Income Comprehensive income below includes net income and net unrealized losses on cash flow hedges of forecasted fuel purchases for both NE LP and the Partnerships of approximately $0.5 million and $1.5 million for the three and nine months ended September 30, 2004, respectively. There were no differences between comprehensive income and net income for the three and nine months ended September 30, 2005.

NE LP AND THE PARTNERSHIPS June 30, 2002 (Thousands of Dollars)

	Three Months Ended September 30,				Nine Months Ended September 30,

	2005		2004		2005		2004

	(Thousands of Dollars)

NE LP	$	36,599	$	23,897	$	75,905	$	172,437
The Partnerships	$	40,972	$	28,694	$	89,339	$	186,804

	2002		2003-4		2005-6		2007 and Thereafter		Total
CONTRACTUAL OBLIGATIONS
Operating leases	$	120	$	510	$	558	$	1,692	$	2,880
Other long-term obligations:
Energy bank liability		-		-		-		124,511		124,511
Administrative agreement		300		1,200		1,200		6,600		9,300
O&M agreement		375		1,500		1,500		6,750		10,125
Fuel management agreement		225		900		900		7,200		9,225
Total contractual obligations	$	1,020	$	4,110	$	4,158	$	146,753	$	156,041

4. Commitments and Contingencies

The long-term contractual obligations of NE LP and the Partnerships at September 30, 2005 are as follows:

5. Energy Bank Balances Two of the power purchase agreements require the establishment of energy banks to record cumulative payments made by the utilities in excess of avoided cost rates scheduled or specified in such agreements. The energy bank balances bear interest at various rates specified in the agreements. Upon termination of the agreements, some or all of the remaining amounts recorded in the energy banks will be required to be repaid. The energy bank balances are partially secured by letters of credit. On December 31, 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on one of the power purchase agreements in lieu of paying the energy bank balance existing as of that date. The $24.9 million balance as of December 31, 2000 is being amortized into revenue on a straight-line basis over the remaining life of the agreement which expires on September 15, 2021. NEA's accounting treatment reflects the position that, as of December 31, 2000, the energy bank represents deferred revenue and is being reduced for the discounted amount of the energy payments on a straight-line basis over the remaining life of the power purchase agreement. The power purchaser has disputed this position. It contends that the energy bank balance is growing and could require a significant payment upon termination. NEA is confident in its interpretation of the contract and related accounting treatment. If NEA were unsuccessful in maintaining its position, there would be a material impact on the condensed consolidated financial statements of NE LP ~~and~~AND ~~subsidiaries~~THE ~~and~~PARTNERSHIPS ~~condensed~~September combined financial statements of NEA and NJEA. Net income included in the Condensed Consolidated Statements of Operations of NE LP and subsidiaries and Condensed Combined Statements of Operations of NEA and NJEA would be increased (reduced) by approximately $(0.6) million and $1.2 million for the three months ended June 30, ~~2002~~2005 ~~and 2001, respectively, and approximately $~~(~~1.2)~~Thousands million and $2.6 million for the six months ended June 30, 2002 and 2001, respectively. The cumulative reduction in net income for the period January 1, 2001 to June 30, 2002 would be approximately $4.3 million. As of June 30, 2002, the Partnerships' books reflect a balance of approximately $23.1 million with respect to this power purchase agreement, while the power purchaser indicates an energy bank balance of approximately $27.4 million.Dollars)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements, Notes to Condensed Combined Financial Statements and Notes to Condensed Financial Statements contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) appearing in the 2001 Form 10-K for the registrants. The results of operations for an interim period may not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year. Results of Operations NE LP and the Partnerships - Net income increased for the three and six months ended June 30, 2002 primarily due to higher revenues, net unrealized mark-to-market gains on derivatives and lower interest expense, partly offset by increased fuel costs. Revenues for the three months ended June 30, 2002 improved primarily as a result of increased production due to a planned outage at the Bellingham facility in 2001. Revenues for the three months ended June 30, 2002 and 2001 were comprised of $89.6 million and $76.6 million of power sales to utilities and $0.9 million and $0.8 million of steam sales, respectively. Power sales to utilities for the three months ended June 30, 2002 and 2001 reflect changes in utility energy bank balances of $6.6 million and $5.1 million, respectively. The changes in the energy bank balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements. Fuel expense for the three months ended June 30, 2002 increased primarily as a result of the increased quantity of gas required to fuel the facilities as a result of increased production due to a planned outage at the Bellingham facility in 2001. Fuel costs for the three months ended June 30, 2002 and 2001, were partly offset by $5.2 million of deferred credit amortization for fuel contracts. Revenues for the six months ended June 30, 2002 improved primarily as a result of increased production due to a planned outage at the Bellingham facility in 2001 and higher electricity sales prices. Revenues for the six months ended June 30, 2002 and 2001 were comprised of $190.9 million and $168.0 million of power sales to utilities and $2.0 million and $2.0 million of steam sales, respectively. Power sales to utilities for the six months ended June 30, 2002 and 2001 reflect changes in utility energy bank balances of $13.7 million and $11.0 million, respectively. The changes in the energy bank balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements. Fuel expense for the six months ended June 30, 2002 increased primarily as a result of the increased quantity of gas required to fuel the facilities as a result of increased production due to a planned outage at the Bellingham facility in 2001. Fuel costs for the six months ended June 30, 2002 and 2001 were partly offset by $10.4 million of deferred credit amortization for fuel contracts. Each of NE LP and the Partnerships make scheduled principal and interest or interest only payments on their outstanding debt. Each are scheduled to make semi-annual principal and interest or interest only payments on June 30 and December 30. Interest expense for NE LP and the Partnerships decreased as a result of decreasing principal balances on the securities payable. NE LP's and the Partnerships' principal and interest payments due on June 30, 2002, a non-business day, were made on July 1, 2002. For the three months ended June 30, 2002 and 2001, NE LP and the Partnerships recorded net unrealized mark-to-market gains (losses) of $17 thousand and $(2.0) million, respectively, representing the net change in fair value of derivative instruments. For the six months ended June 30, 2002 and 2001, NE LP and the Partnerships recorded net unrealized mark-to-market gains (losses) of $3.5 million and $(20.1) million, respectively, representing the net change in fair value of derivative instruments. Two of the power purchase agreements require the establishment of energy banks to record cumulative payments made by the utilities in excess of avoided cost rates scheduled or specified in such agreements. The energy bank balances bear interest at various rates specified in the agreements. Upon termination of the agreements, some or all of the remaining amounts recorded in the energy banks will be required to be repaid. The energy bank balances are partially secured by letters of credit. On December 31, 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on one of the power purchase agreements in lieu of paying the energy bank balance existing as of that date. The $24.9 million balance as of December 31, 2000 is being amortized into revenue on a straight-line basis over the remaining life of the agreement which expires on September 15, 2021. NEA's accounting treatment reflects the position that, as of December 31, 2000, the energy bank represents deferred revenue and is being reduced for the discounted amount of the energy payments on a straight-line basis over the remaining life of the power purchase agreement. The power purchaser has disputed this position. It contends that the energy bank balance is growing and could require a significant payment upon termination. NEA is confident in its interpretation of the contract and related accounting treatment. If NEA were unsuccessful in maintaining its position, there would be a material impact on the condensed consolidated financial statements of NE LP and subsidiaries and condensed combined financial statements of NEA and NJEA. Net income included in the Condensed Consolidated Statements of Operations of NE LP and subsidiaries and Condensed Combined Statements of Operations of NEA and NJEA would be increased (reduced) by approximately $(0.6) million and $1.2 million for the three months ended June 30, 2002 and 2001, respectively, and approximately $(1.2) million and $2.6 million for the six months ended June 30, 2002 and 2001, respectively. The cumulative reduction in net income for the period January 1, 2001 to June 30, 2002 would be approximately $4.3 million. As of June 30, 2002, the Partnerships' books reflect a balance of approximately $23.1 million while with respect to this power purchase agreement, the power purchaser indicates an energy bank balance of approximately $27.4 million. The Partnerships have long-term gas supply contracts with third parties for approximately 80% of the fuel requirements of the facilities. On August 9, 2002, NJEA entered into an agreement with one of its suppliers that would allow for the termination of an existing gas supply contract (Existing Contract) upon satisfaction of certain conditions precedent to termination including, but not limited to, satisfaction of the relevant provisions of bond indentures and payment of a termination fee by NJEA. These conditions must be satisfied on or prior to March 31, 2003. The Existing Contract provides approximately 18% of the fuel requirements of the facilities. If the Existing Contract is terminated, the Partnerships' management intends to enter into replacement long-term gas supply contracts with related parties. The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and/or principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and/or principal payments on their outstanding debt. Both are scheduled to make semi-annual debt and/or interest payments on June 30 and December 30. Interest expense for the Funding Corp. decreased in each of 2002 and 2001 as a result of decreasing principal balances on the securities payable. The Funding Corp. and the Acquisition Corp.'s principal and interest payments due on June 30, 2002, a non-business day, were made on July 1, 2002. Liquidity and Capital Resources NE LP and the Partnerships - The changes in net cash provided by operating activities for NE LP and the Partnerships for the six months ended June 30, 2002 compared to the six months ended June 30, 2001 were primarily due to timing of cash receipts under certain agreements. Cash distributions to partners for both the three and six months ended June 30, 2002 and 2001 for NE LP were $30.9 million and $18.7 million, respectively. Cash distributions to partners for both the three and six months ended June 30, 2002 and 2001 for the Partnerships were $44.1 million and $27.4 million, respectively. This increase is due to an increase in cash provided by operating activities, primarily caused by higher revenues. NE LP and the Partnerships' commitments at June 30, 2002 are shown in Note 4 - Commitments and Contingencies. Market Risk Sensitivity The fair value of derivative instruments on June 30, 2002 was a positive $3.6 million for NE LP and the Partnerships. The effect of a hypothetical 40% decrease in natural gas prices would be to change the fair value of these instruments to a negative $5.8 million for NE LP and the Partnerships. New Accounting Rules In August 2001, the Financial Accounting Standards Board (FASB) issued FAS 143, "Accounting for Asset Retirement Obligations." The statement requires that a liability for the fair market value of an asset retirement obligation be recognized in the period in which it is incurred with the offsetting associated asset retirement cost capitalized as part of the carrying amount of the long-lived asset. The asset retirement cost is subsequently allocated to expense using a systematic and rational method over its useful life. Management is in process of evaluating the impact of implementing FAS 143 and is unable to estimate the effect on the Partnerships' financial statements. The Partnerships will be required to adopt FAS 143 beginning in 2003. In December 2001, the FASB released final guidance regarding when certain contracts for the purchase and sale of power and certain fuel supply contracts can be excluded from the provisions of FAS 133, with an effective date beginning April 1, 2002. Management performed an evaluation of the effects of the final guidance and determined there was no impact to NE LP's and the Partnerships' financial statements.

			2005		2006 - 07		2008 - 09		Thereafter		Total

CONTRACTUAL OBLIGATIONS

The Partnerships:
	Funding Corp. debt^(a)		$	37,086	$	152,691	$	132,295	$	70,002	$	392,074
	Operating leases			68		582		630		765		2,045
	Other long-term obligations:
	Energy bank liability			-		48,243		-		-		48,243
	Administrative agreement^(b)			150		1,200		1,200		5,400		7,950
	O&M agreement^(b)			375		3,000		3,000		10,500		16,875
	Fuel management agreement^(b)			225		1,800		1,800		12,600		16,425
	Steam sales termination agreement^(c)			1,038		8,302		-		-		9,340
	Natural gas, including transportation and storage			5,282		41,963		38,779		105,416		191,440

Total Partnerships				44,224		257,781		177,704		204,683		684,392

NE LP:
	Acquisition Corp. debt^(a)			11,959		62,973		69,582		112,538		257,052
	Affiliate debt^(a)			2,382		9,528		9,528		7,146		28,584

Total NE LP				14,341		72,501		79,110		119,684		285,636

Total contractual obligations			$	58,565	$	330,282	$	256,814	$	324,367	$	970,028



(a)		Includes principal and interest.
(b)		Represents the minimum obligation under the terms of the agreement. The minimum obligation is subject to an annual inflation factor adjustment, which is excluded from the minimum obligation included in the table.
(c)		Represents the gross amount due under the agreement. Approximately $0.8 million is reimbursed by the New Jersey utility annually under the terms of the amended and restated power purchase agreement.

PART II - OTHER INFORMATION Item 5. Other Information Reference is made to Item 1. Business - Partnerships' Operations in the 2001 Form 10-K for the registrants. For information regarding dependence on ProGas Limited of Alberta, Canada (ProGas) (a third party used for supplying natural gas that fuels the Partnerships' facilities), see Item 2. Management's Discussion. For information regarding energy bank balances, see Note 5. Item 6. Exhibits and Reports on Form 8-K

5. Cogeneration Facilities, Power Purchase Agreements and Carbon Dioxide Facility

On February 28, 2005, the amended and restated power purchase agreements among NEA as seller, and Boston Edison Company (Boston Edison) and Commonwealth Electric Company (Commonwealth) as utility purchasers became effective. The amended and restated agreements provide for, among other things, NEA obtaining the right to source power from the wholesale market in addition to sourcing power from NEA's facility. Affiliates of NE LP's partners paid approximately $29.9 million to the utility purchasers in the form of loans to NE LP in the same amount due on December 31, 2005. This payment is capitalized as part of the power purchase agreement's intangible asset on the balance sheet at September 30, 2005. These loans were repaid with interest in April 2005 from funds otherwise available for NE LP partnership distributions. As a result of the amended and restated power purchase agreements, NE LP and the Partnerships adopted EITF 91-6, "Revenue Recognition of Long-Term Power Sales Contracts", which requires NE LP and the Partnerships to recognize revenue as the lesser of the amount billable under the contract or the estimated average revenue over the term of the contract. Consequently, NE LP and the Partnerships recognized a reduction to revenue of $2.9 million and $6.8 million for the three and nine months ended September 30, 2005, respectively.

On March 2, 2005, the gas purchase and supply agreement between NEA and ProGas Limited of Alberta, Canada (ProGas) was terminated by agreement (NEA Termination Agreement). Under the terms of the NEA Termination Agreement, NEA continued to purchase 12,507 MMbtu/day through October 31, 2005 at a fixed price and the fuel supplier paid NEA $25.0 million on November 1, 2005. NEA recognized a $22.5 million gain associated with this termination on the effective date.

Also on February 28, 2005, NEA terminated its long-term gas supply agreements with PMI and TEMI, which had been effective since September 2003 and January 2004, and replaced them with two long-term gas supply agreements with PMI and TEMI effective March 31, 2005 that will enable NEA to purchase sufficient fuel for production.

NEA and New England Power Company (New England Power) terminated the remaining power purchase agreement effective February 28, 2005. The terminated agreement had covered approximately 8% of NEA's output up to 25 megawatts. The termination of this power purchase agreement resulted in the recognition of a $2.4 million loss representing the current net book value of the agreement.

To meet the FERC regulations for a qualifying facility (QF), NEA sold thermal energy to an unrelated third party which leased a carbon dioxide facility owned by NEA and is located on NEA's property. As a result of the amended and restated power purchase agreements between NEA and two Massachusetts utilities, NEA filed for and was granted Electric Wholesale Generator (EWG) status and no longer operates as a QF. Therefore, NEA issued a notice of termination to the lessee of the carbon dioxide facility to terminate the operating lease, steam sales agreement and other ancillary agreements effective April 30, 2005. NEA recorded a $0.6 million loss in the first quarter of 2005 associated with obligations arising from termination of the operating lease.

NEA recognized a gain of approximately $19.5 million in the first quarter of 2005 due primarily to the gain on termination of the gas purchase and supply agreement with ProGas partially offset by the loss on termination of the power purchase agreement with New England Power, and the termination of the operating lease agreement.

On February 28, 2005, a supplemental fuel management subcontract agreement was entered into to allow PMI to purchase energy, ancillary services and capacity from the NEA facility or from the marketplace and sell to the purchasers under the NEA amended and restated power purchase agreements.

Also on February 28, 2005, NJEA terminated its two off-peak power purchase contracts with PMI and TEMI, which had been entered into effective January 2004, each of which provided for the purchase of up to 125 mw per off-peak hour at a fixed price to supply power to the New Jersey utility.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements, Notes to Condensed Combined Financial Statements and Notes to Condensed Financial Statements contained herein (the Notes) and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2004 Form 10-K for the registrants. The results of operations for an interim period may not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year.

Results of Operations

NE LP Consolidated and the Partnerships - NE LP's consolidated net income for the three months ended September 30, 2005 was $36.6 million compared to $24.4 million for the same period in 2004 and the Partnerships' net income for the three months ended September 30, 2005 was $41.0 million compared to $29.2 million for the same period in 2004. NE LP's consolidated net income for the nine months ended September 30, 2005 was $75.9 million compared to $174.0 million for the same period in 2004, and the Partnerships' combined net income for the nine months ended September 30, 2005 was $89.3 million compared to $188.3 million for the same period in 2004. The increase in net income for the three months ended September 30, 2005 compared to the same period in 2004, is primarily attributable to fuel savings of approximately $13.3 million due to the NJEA and NEA amended and restated power purchase agreements. Net income for the nine months ended September 30, 2005 included a net gain of $19.5 million on restructuring of contracts and fuel savings of $48.7 million, favorable pricing primarily on purchased power of $19.8 million and net losses of $40.4 million from the termination of power purchase contracts which are reflected in revenues. Net income for the nine months ended September 30, 2004 included a net gain of $103.2 million on restructuring of contracts and net unrealized mark-to-market gains of $49.1 million.

The net gain on restructurings of contracts for the nine months ended September 30, 2005 consisted of a gain of $22.5 million recognized on the effective date of a termination agreement between NEA and one of its fuel suppliers, partially offset by a loss of $2.4 million recognized on the effective date of the termination of the remaining power purchase agreement between NEA and New England Power and a loss of $0.6 million recognized on the effective date of the termination of the operating lease on the carbon dioxide facility. The net gain on restructurings of contracts for the nine months ended September 30, 2004 consisted of a gain of $115.1 million recognized on the effective date of a partial termination agreement between NEA and one of its fuel suppliers, partially offset by a loss of $11.9 million recognized on the exercise date of NJEA's option to terminate its steam sales contract.

In February 2005, NJEA terminated its two off-peak power purchase contracts with PMI and TEMI, which had been entered into effective January 2004, each of which provided for the purchase of up to 125 mw per off-peak hour at a fixed price to supply power to the New Jersey utility. The derivative assets associated with these contracts were subsequently written-off resulting in net losses of $40.4 million in the first nine months of 2005. NE LP included unrealized mark-to-market gains on these contracts of $49.1 million for the same period in 2004.

Revenue decreased for the three months ended September 30, 2005 compared to the same period in 2004 primarily due to higher purchased power costs of $43.6 million due to market sourcing of power to fulfill the Partnerships' obligations under the power purchase agreements and net unrealized mark-to-market gains on derivative instruments of $6.1 million in the same period in the prior year that did not recur in the current quarter. These decreases were partially offset by favorable pricing under the restructured power purchase agreements of $47.7 million and an increase in utility energy bank amortization of $1.2 million. The energy bank balances are amortized in accordance with scheduled or specified rates under the NEA power purchase agreement. NE LP's revenues for the three months ended September 30, 2005 and 2004 were comprised of $114.8 million and $115.2 million of power sales to utilities and $0.0 and $0.5 million of steam sales, respectively. Partnerships' revenues for the three months ended September 30, 2005 and 2004 were comprised of $114.8 million and $115.4 million of power sales to utilities and $0.0 and $0.5 million of steam sales, respectively.

Fuel expense decreased for the three months ended September 30, 2005 compared to the same period in 2004 by $44.9 million as a result of the NJEA and NEA amended and restated power purchase agreements due to the supply of power from the market rather than the facilities and by $5.8 million resulting from increased gains on fuel sales. These decreases were partially offset by the increased cost of market priced gas of $29.0 million and net unrealized mark-to-market losses of $8.2 million on derivative instruments primarily associated with gas supply provided by ProGas under the NEA Termination Agreement.

Revenue decreased for the nine months ended September 30, 2005 compared to the same period in 2004 primarily due to a realized loss of $40.4 million described above, compared to a net unrealized mark-to-market gain of $49.1 million in the same period in 2004, and due to higher purchased power costs of $88.3 million for the nine months ended September 30, 2005 due to market sourcing of power to fulfill the Partnerships' obligations under the power purchase agreements. In addition, steam sales decreased $0.9 million due to the termination of the steam sales agreement. These decreases were partially offset by favorable pricing under the restructured power purchase agreements of $108.1 million, an increase in the utility energy bank amortization of $4.5 million, higher miscellaneous revenues of $1.4 million, and higher capacity revenues of $0.5 million. The decrease in the energy bank balances is determined in accordance with scheduled or specified rates under a certain power purchase agreement. NE LP's revenues for the nine months ended September 30, 2005 and 2004 were comprised of $253.5 million and $316.5 million of power sales to utilities and $0.2 million and $1.1 million of steam sales, respectively. The Partnerships' revenues for the nine months ended September 30, 2005 and 2004 were comprised of $253.5 million and $316.8 million of power sales to utilities and $0.2 million and $1.1 million of steam sales, respectively.

Fuel expense decreased for the nine months ended September 30, 2005 compared to the same period in 2004 by $95.2 million as a result of the NJEA and NEA amended and restated power purchase agreements due to the supply of power from the market rather than the facilities and $8.8 million resulting from increased gains on fuel sales. These decreases were partially offset by the increased cost of market priced gas of $50.0 million and net unrealized mark-to-market losses on derivatives of $4.9 million primarily associated with gas supply provided by ProGas under the NEA Termination Agreement.

Operations and maintenance expense decreased for the three and nine months ended September 30, 2005 compared to the same periods in 2004 primarily due to the supply of power from the market under the amended and restated power purchased agreements resulting in lower generation at the facilities and consequently, lower variable production costs.

Depreciation and amortization expense increased for the three and nine months ended September 30, 2005 compared to the same periods in 2004 primarily due to the addition of an intangible asset of $29.9 million as part of the NEA amended and restated power purchase agreement.

General and administrative expenditures increased for the three and nine months ended September 30, 2005 compared to 2004 primarily due to higher professional fees associated with the power purchase agreement restructuring and higher fees to the managing general partner.

NE LP makes scheduled interest and principal payments on its outstanding debt. NE LP is scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2005, NE LP made the scheduled debt service payment. Interest expense for NE LP decreased for the three and nine months ended September 30, 2005 compared to 2004 due to decreasing principal balances on its outstanding debt and energy bank liability.

The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and principal payments on their outstanding debt. Both entities are scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2005, the Funding Corp. and the Acquisition Corp. made the scheduled debt service payments. Interest expense for both the Funding Corp. and Acquisition Corp. decreased for the three and nine months ended September 2005 compared to 2004 due to decreasing principal balances on their outstanding debt.

Liquidity and Capital Resources

NE LP and the Partnerships - The increases in net cash provided by operating activities for NE LP and the Partnerships for the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004 were primarily due to lower fuel costs incurred in 2005 partially offset by higher purchased power as a result of the NEA amended and restated power purchase agreements discussed above.

Each of NE LP and the Partnerships make scheduled interest and principal payments on their outstanding debt. Each are scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2005, NE LP and the Partnerships' made the scheduled debt service payments.

NE LP and the Partnerships' long-term contractual obligations at September 30, 2005 are shown in Note 4.

Letters of credit were established to satisfy requirements in certain power purchase agreements. As of September 30, 2005, one letter of credit related to a power purchase agreement remains. This letter of credit can be drawn upon in multiple drawings in favor of the power purchaser in the event that the power purchase agreement has terminated at the time when there is a positive energy bank balance existing.

In February 2005, affiliates of NE LP's partners paid approximately $29.9 million to the utility purchasers associated with NEA's amended and restated power purchase agreements in the form of loans to NE LP in the same amount due December 31, 2005. These loans were repaid with interest in April 2005 from funds otherwise available for NE LP partnership distributions.

Market Risk Sensitivity

Commodity price risk - The prices received by the Partnerships for power sales under their long-term contracts do not move precisely in tandem with the prices paid by the Partnerships for natural gas. To manage the price risk associated with purchases of natural gas and purchases of power, the Partnerships may, from time to time, enter into certain transactions either through public exchanges or by means of over-the-counter transactions with specific counterparties. The Partnerships manage their risk associated with purchases of natural gas and power through the use of natural gas and power swap agreements and options. The swap agreements require the Partnerships to pay a fixed price (absolutely or within a specified range) in return for a variable price on specified notional quantities of natural gas and power. The options consist of purchased call options to establish a maximum price for natural gas and power, and written put options are executed to offset the cost of the purchased call options.

NE LP and the Partnerships use a value-at-risk (VaR) model to measure market risk in their mark-to-market portfolios. The VaR is the estimated nominal loss of market value based on a one-day holding period at a 95% confidence level using historical simulation methodology. As of September 30, 2005 and December 31, 2004, the VaR figures (in thousands) are as follows:

(a)	Exhibits
			Trading and Managed Hedges(a)		Non-Qualifying Hedges and Hedges in OCI(b)		Total
	Exhibit Number	Description
December 31, 2004			$	-	$	3,165	$	3,165
	10(a)	Termination Agreement, dated August 9, 2002, between ProGas and NJEA
September 30, 2005			$	904	$	-	$	904
	99(a)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp.
Average for the nine months ended September 30, 2005			$	252	$	1,865	$	819
	99(b)	Section 906 Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp.
(a)	Trading and managed hedges are essentially all changes in the derivatives' fair value for power purchases and sales and trading activities, which are recognized on a net basis in operating revenues and for fuel purchases and sales which are recognized on a net basis in fuel expense.
	99(c)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp.
(b)	Non-qualifying hedges are employed to reduce the market risk exposure to physical assets which are not marked to market. The VaR figures for the non-qualifying hedges and hedges in OCI category do not represent the economic exposure to commodity price movements.
	99(d)	Section 906 Certification of Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp.
	99(e)	Section 906 Certification of President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer) as Administrative General Partner of Northeast Energy Associates, A Limited Partnership
	99(f)	Section 906 Certification of Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer) as Administrative General Partner of Northeast Energy Associates, A Limited Partnership
	99(g)	Section 906 Certification of President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer) as Administrative General Partner of North Jersey Energy Associates, A Limited Partnership
	99(h)	Section 906 Certification of Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer) as Administrative General Partner of North Jersey Energy Associates, A Limited Partnership
	99(i)	Section 906 Certification of President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer) as Administrative General Partner of Northeast Energy, LP
	99(j)	Section 906 Certification of Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer) as Administrative General Partner of Northeast Energy, LP

(b) Reports on Form 8-K - None

Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Sensitivity.
Item 4. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	As of September 30, 2005, the Acquisition Corp. and NE LP had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of the Acquisition Corp. and NE LP, or their equivalent (Principal Officers), of the effectiveness of the design and operation of the Acquisition Corp.'s and NE LP's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) or 15d-15(e)). Based upon that evaluation, the Principal Officers concluded the Acquisition Corp.'s and NE LP's disclosure controls and procedures are effective in timely alerting them to material information relating to the Acquisition Corp. and NE LP required to be included in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act and ensuring that information required to be disclosed in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act is accumulated and communicated to management, including its Principal Officers, to allow timely decisions regarding required disclosure. The Acquisition Corp. and NE LP have a Disclosure Committee, which is made up of several key management employees and reports directly to the Principal Officers of each of the Acquisition Corp. and NE LP to monitor and evaluate these disclosure controls and procedures. Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management of the Acquisition Corp. and NE LP cannot provide absolute assurance that the objectives of their disclosure controls and procedures will be met.
(b)	Changes in Internal Controls over Financial Reporting
	The Acquisition Corp. and NE LP are continuously seeking to improve the efficiency and effectiveness of their operations and of their internal controls. This results in refinements to processes. However, there has been no change in the Acquisition Corp.'s and NE LP's internal control over financial reporting that occurred during the Acquisition Corp.'s and NE LP's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Acquisition Corp.'s and NE LP's internal control over financial reporting.

PART II - OTHER INFORMATION
Item 5. Other Information
(a)	None
(b)	None
(c)	Other Events
	Reference is made to Item 1. Business - Partnerships' Operations in the 2004 Form 10-K for the registrants.
	In early August 2005, President Bush signed into law the Energy Policy Act of 2005 (2005 Energy Act). The 2005 Energy Act is comprehensive legislation that will substantially affect the regulation of energy companies, including provisions that amend federal energy laws and provide the FERC with new oversight responsibilities. Among the important changes to be implemented as a result of this legislation are the following:
	·	The Public Utility Holding Company Act of 1935, as amended, which regulated the financial structure of utility holding companies and, among other things, significantly restricted mergers and acquisitions in the electric utility industry, will be repealed effective February 2006 and will be replaced with the Public Utility Holding Company Act of 2005.
	·	The 2005 Energy Act establishes conditions for the elimination of the utility obligation under PURPA to enter into new contracts to purchase power from qualifying facilities.
	·	The FERC will appoint and oversee an electric reliability organization to establish and enforce mandatory reliability rules regarding the interstate electric transmission system.
	The implementation of the 2005 Energy Act requires proceedings at the state level and the development of regulations by the FERC and Department of Energy, as well as other federal agencies. The registrants continue to evaluate the provisions of the 2005 Energy Act; however, its effects will depend on the future actions of federal and state agencies which cannot be determined at this time.
Item 6. Exhibits

Exhibit Number		Description

3.1.2⁽¹⁾		Certificate of Incorporation of the Acquisition Corp. as filed with the Secretary of State of the State of Delaware on January 12, 1998
3.2.1⁽¹⁾		By-laws of the Acquisition Corp.
3.7⁽²⁾		Certificate of Limited Partnership of NE LP, a Delaware limited partnership, as filed with the Secretary of State of the State of Delaware on November 21, 1997
3.8⁽²⁾		Agreement of Limited Partnership of NE LP, a Delaware limited partnership, dated as of November 21, 1997
31(a)		Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of Acquisition Corp.
31(b)		Rule 13a-14(a)/15d-14(a) Certification of Treasurer (equivalent to the Chief Financial Officer) of Acquisition Corp.
31(c)		Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP
31(d)		Rule 13a-14(a)/15d-14(a) Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP
32(a)		Section 1350 Certification of Acquisition Corp.
32(b)		Section 1350 Certification of NE LP
(1)	Incorporated herein by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Acquisition Corp. and NE LP on May 12, 1998 (file nos. 333-52397 and 333-52397-01).
(2)	Incorporated herein by reference from the Annual Report on Form 10-K filed by the Funding Corp. and the Partnerships on March 27, 1998 (file nos. 33-87902, 33-87902-01 and 33-87902-02).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (ESI Northeast Energy GP, Inc. as Administrative General Partner) NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (ESI Northeast Energy GP, Inc. as Administrative General Partner) NORTHEAST ENERGY, LP (ESI Northeast Energy GP, Inc. as Administrative General Partner) ESI TRACTEBEL FUNDING CORP. ESI TRACTEBEL ACQUISITION CORP. (Registrants)
	NORTHEAST ENERGY, LP (ESI Northeast Energy GP, Inc. as Administrative General Partner) ESI TRACTEBEL ACQUISITION CORP. (Registrants)
Date: August 14, 2002
Date: November 8, 2005
	ROBERT L. MCGRATH
	MARK R. SORENSEN
	Robert L. McGrath Vice President and Treasurer of ESI Northeast Energy GP, Inc. Treasurer of ESI Tractebel Funding Corp. Treasurer of ESI Tractebel Acquisition Corp. (Principal Financial and Principal Accounting Officer of the Registrants)
	Mark R. Sorensen Vice President and Treasurer of ESI Northeast Energy GP, Inc. Treasurer of ESI Tractebel Acquisition Corp. (Principal Financial and Principal Accounting Officer of the Registrants)

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