SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1996 Commission File Number 33-82034 INDIANTOWN COGENERATION, L.P. (Exact name of co-registrant as specified in its charter) 		Delaware				 52-1722490 (State or other 	jurisdiction of		(I.R.S. Employer Identification Number) 	incorporation or organization) INDIANTOWN COGENERATION FUNDING CORPORATION (Exact name of co-registrant as specified in its charter) 		Delaware				 52-1889595 (State or other 	jurisdiction of		(I.R.S. Employer Identification Number) 	incorporation or organization) 7500 Old Georgetown Road, 13th Floor Bethesda, Maryland 20814-6161 (Registrants' address of principal executive offices) (301)-718-6800 (Registrants' telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No EXPLANATION The attached item (Item 1 - Financial Statements) is being restated in order to correct an error in the original 10-Q filing for the quarter ended June 30, 1996. The amount shown in the balance sheet at June 30, 1996, for Deferred Financing Costs ($19,580,751) was incorrect and instead should have been $0. The $19,580,751 was correctly included under "Property, Plant & Equipment - Electric and steam generating facilities" in the 10-Q for the quarter ended June 30, 1996. A footnote to the balance sheet explaining the relocation of $19,580,751 from "Deferred Financing Costs" to "Property, Plant & Equipment - Electric and steam generating facilities" has been added. The amount shown as "Total assets" remains the same. No other changes have been made to the Quarterly Report on Form 10-Q for the quarter ended June 30, 1996. PART I FINANCIAL INFORMATION Indiantown Cogeneration, L.P. Consolidated Balance Sheets As of December 31, 1995 and June 30, 1996 													 ASSETS							June 30, 1996		December 31, 1995 								(Unaudited) CURRENT ASSETS: Cash and cash equivalents		$ 452,337		$2,666,296 Accounts receivable-trade		 14,309,925		 6,806,299 Inventories					 971,554		 127,115 Prepaids 							 502,875		 1,844,328 Deposits 						 193,356		 193,357 Investments held by Trustee, including restricted funds of $4,568,222 and $958,530, respectively					 55,838,062		59,251,661 Total current assets			 $72,268,109	 70,889,056 INVESTMENTS HELD BY TRUSTEE, restricted funds			 12,501,000		12,501,000 DEPOSITS						 	 60,000			60,000 PROPERTY, PLANT & EQUIPMENT: Land								 8,579,399		 8,579,399 Electric and steam generating facilities						 707,131,112		683,536,498 Less accumulated depreciation	 (10,682,920)		 (527,742) Net property, plant & equipment	 705,027,591		691,588,155 FUEL RESERVE						 3,013,600		 4,662,617 DEFERRED FINANCING COSTS, net of accumulated amortization of $40,436,799(1)						 		 0		 19,750,511 Total assets					 $792,870,300		$799,451,339 <FN> (1) Deferred financing costs at June 30, 1996, of $19,580,751, net of accumulated amortization of $40,656,450, are included under "Property, plant & equipment - Electric and steam generating facilities." The accompanying notes are an integral part of these consolidated balance sheets. Indiantown Cogeneration, L. P. Consolidated Balance Sheets As of December 31, 1995 and June 30, 1996 									 				 LIABILITIES AND PARTNERS' CAPITAL	 June 30, 1996	December 31, 1995 										(Unaudited) CURRENT LIABILITIES: Accounts payable					 $6,757,131		$5,885,114 Accrued liabilities						5,313,792		14,740,306 Accrued interest						2,382,803		 2,396,324 Current portion - First Mortgage Bonds	4,398,000		 8,795,000 Current portion lease payable - railcars								 116,979		 231,158 Total current liabilities			 18,968,705		32,047,902 LONG TERM DEBT: First Mortgage Bonds				 496,205,000	 496,205,000 Tax Exempt Facility Revenue Bonds	 125,010,000	 125,010,000 Lease payable - railcars				5,386,265		 5,386,265 Total long term debt				 626,601,265	 626,601,265 	Total liabilities				 645,569,970	 658,649,167 PARTNERS' CAPITAL: Toyan Enterprises					 70,704,158	 67,585,042 Palm Power Corporation				 17,676,040		16,896,261 TIFD III-Y, Inc.					 58,920,132		56,320,869 Total partners' capital				 147,300,330	 140,802,172 	Total liabilities and partners'	 			capital					 $792,870,300	 $799,451,339 <FN> The accompanying notes are an integral part of these balance sheets. Indiantown Cogeneration, L.P. Consolidated Statement of Operations For the Three and Six Months Ended June 30, 1996 													 	 									Three Months Ended	 Six Months Ended 									June 30, 1996		 June 30, 1996 									(Unaudited)			 (Unaudited) 	 Operating Revenues: Electric capacity and capacity bonus revenue						$29,161,775			 $57,625,051 Electric energy revenue				 11,197,066			 21,492,345 Steam revenue							 25,000				 33,333 		Total operating revenues	 40,383,841			 79,150,729 Cost of Sales: Fuel and ash						 13,482,845		 23,628,236 Operating and maintenance			 3,202,724			6,666,124 Depreciation						 5,143,420		 9,987,493 		Total cost of sales			 21,828,989		 40,281,853 Gross Profit						 18,554,852		 38,868,876 Other Operating Expenses: General and administrative			 714,914			1,309,966 Insurance and taxes					 1,717,321			3,722,183 	Total other operating expenses	 2,432,235			5,032,149 Operating Income 					 16,122,617		 33,836,727 Non-Operating Income (Expenses): Interest expense					 (14,726,961)		 (29,505,033) Interest income						 1,097,429			2,166,466 	Net non-operating expense		 (13,629,532)		 (31,671,499) Net Income							$ 2,493,085		$ 6,498,160 <FN> The accompanying notes are an integral part of this consolidated statement. Indiantown Cogeneration, L.P. Consolidated Statements of Cash Flows For the Six Months Ended June 30, 1996 and 1995 															 										Six Months			Six Months 										Ended				Ended 										June 30, 1996		June 30, 1995 										(Unaudited)			(Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income								$6,498,160			$	-- Adjustments to reconcile net income to net cash	provided by operating activities:								 Depreciation and amortization	 		10,155,178				-- Increase in accounts receivable			(7,503,626)				-- Increase in property, plant & equipment	(3,844,102)				-- Decrease in inventories and fuel reserves								 804,578				-- Decrease in deposits and prepaids		 1,341,453				-- Decrease in accounts payable and accrued interest						(8,568,018)				-- Decrease in Bonds Payable				(4,397,000)				-- Decrease in lease payable 				 (114,179)				-- Net cash provided by operating activities					(5,627,556)				-- CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for construction in progress		--				(83,665,921) (Increase) Decrease in investment held by trustee							 3,413,597			 56,050,131 Net cash used in investing activities	 3,413,597			(27,615,790) CASH FLOWS FROM FINANCING ACTIVITIES: Payment of debt issuance and financing costs	 							--				 (6,459,704) Proceeds from GECC loan						--				 	-- Payment of GECC loan						--			 	 34,100,000 Capital contributions						--				 	-- Net cash provided by financing activities	--				 27,640,296 INCREASE (DECREASE) IN CASH				 (2,213,959)		 24,506 CASH and CASH EQUIVALENTS, beginning of year									 2,666,296 		 2,113,081 CASH and CASH EQUIVALENTS, end of period 452,337 		 2,137,587 SUPPLEMENTAL DISCLOSURE OF INVESTING ACTIVITIES: Change in total construction in progress 		--			(78,570,832) amortization of deferred financing costs during construction								--			 511,634 Increase in property, plant, and equipment		--			 	-- Increase in accounts receivable					--			 	-- Increase in inventories and fuel reserve		--			 	-- Increase in deposits & prepaids					--			 (49,000) Increase in accounts payable and accrued interest								--			 5,557,743 Increase in lease payable						--				-- Cash paid for construction in progress	 		--		 $(83,665,921) SIGNATURE 	Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized 								Indiantown Cogeneration, L.P. (Co-Registrant) Date: August 27, 1996			 /s/ John Cooper 	 								John R. Cooper Vice 								President (Chief Financial Officer) 								INDIANTOWN COGENERATION FUNDING Corporation 								(Co-Registrant) Date: August 27, 1996			 /s/ John Cooper 	 								John R. Cooper Vice 								President (Chief Financial Officer)