SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Date of Report:  September 10, 1998

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)


Item 1.  Changes in Control of Registrant.

	Indiantown Cogeneration, L.P. (the "Partnership") is a special
purpose Delaware limited partnership formed on October 4, 1991.  The
general partners were Toyan Enterprises ("Toyan"), a California
corporation and a wholly-owned special purpose indirect subsidiary
of U.S. Generating Company, LLC, and Palm Power Corporation
("Palm"), a Delaware corporation and a special purpose indirect
subsidiary of Bechtel Enterprises, Inc. ("Bechtel Enterprises").
The sole limited partner is TIFD III-Y, Inc. ("TIFD"), a special
purpose indirect subsidiary of General Electric Capital Corporation
("GECC").  During 1994, the Partnership formed its sole, wholly
owned subsidiary, Indiantown Cogeneration Funding Corporation ("ICL
Funding"), to act as agent for, and co-issuer with, the Partnership
in accordance with the 1994 bond offering.

On August 21, 1998, Toyan consummated the transactions contemplated
in the Purchase Agreement dated as of May 29, 1998, with DCC Project
Finance Twelve, Inc. ("PFT"), whereby PFT, through a new partnership
(Indiantown Project Investment, L.P. ("IPILP")) with Toyan became a
new general partner in the Partnership, acquired 19.95% of Toyan's
interest in the Partnership, which represents a 10% ownership in the
Partnership.  Prior to the PFT transaction, Toyan converted some of
its general partnership interest into a limited partnership interest
such that Toyan now directly holds only a limited partnership
interest in the Partnership.  In addition, Bechtel Generating
Company, Inc. ("Bechtel Generating"), a subsidiary of Bechtel
Enterprises and the direct owner of Palm, entered into a Purchase
Agreement dated as of March 6, 1998, with Cogentrix Energy, Inc.
("Cogentrix") whereby a wholly owned subsidiary Cogentrix will
purchase from Bechtel Generating, among other things, 100% of the
stock of Palm.  Palm holds a 10% interest in the Partnership.  The
Partnership ha s been informed that the closing of the Cogentrix
sale is expected before the end of 1998.

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


											
					From		From 		With PFT Transaction
					September	August 		and
					20, 1997	28, 1998	Cogentrix Sale

Toyan				50%			30.05%		30.05%
Palm				10%			10%			10%*
IPILP				-- 			19.95%**	19.95%**
TIFD				40%			40%			40%
<FN>
* Now beneficially owned by Cogentrix.  
** PFT's beneficial ownership in the Partnership through IPILP is
equal to 10%.


The change in ownership as a result of the PFT transaction was the
subject of a notice of self-recertification of Qualifying Facility
status filed by the Partnership with the Federal Energy Regulatory
Commission on August 20, 1998.  The Cogentrix transaction was the
subject of a similar filing and is also subject to certain other
conditions set forth in the purchase agreement therefor including,
if applicable, any conditions imposed by the Partnership's financing
arrangements.

The Partnership is unable to predict the likelihood that the
Cogentrix sale will be consummated or, if consummated, whether such
closing will occur in accordance with the date set forth above.  The
Partnership is, however, not aware of any event or circumstance
which currently exists which would prevent the consummation of the
Cogentrix transaction.

Item 5	Other Events.

	As permitted by the Partnership's financing arrangements, on
August 19, 1998, the Partnership reduced the balance in the Debt
Service Reserve Account to the Debt Service Reserve Account Required
Balance by reducing the Debt Service Reserve Letter of Credit.  The
Debt Service Reserve Account now contains the $29,609,840 Debt
Service Reserve Letter of Credit and $12,500,000 of cash (available
only as a debt service reserve for the Tax Exempt Bonds).


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:  September 10, 1998			 /s/ John R. Cooper
								John R. Cooper Vice President and
								Chief Financial Officer
								



								Indiantown Cogeneration Funding
								Corporation (Co-Registrant)



Date:  September 10, 1998			 /s/ John R. Cooper
								John R. Cooper Vice President and
								Chief Financial Officer