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:  March 29, 1999

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 5.  Other Events.

	On March 19, 1999, Indiantown Cogeneration, L.P. (the
"Partnership") filed a complaint against Florida Power & Light
Company ("FPL") in the United States District Court for the Middle
District of Florida.  The lawsuit stems from a course of action
pursued by FPL since March 10, 1999, in which FPL has purported to
exercise its dispatch and control rights under the power sales
agreement in a manner which the Partnership believes violates the
terms of the power sales agreement.  In its complaint, the
Partnership charges that such conduct is deliberately calculated to
cause the Partnership to be unable to meet the requirements to
maintain the Facility's status as a Qualifying Facility under the
Public Utility Regulatory Policies Act of 1978.

The complaint alleges that FPL has taken the position that if the
Facility is off-line for any reason, then FPL is under no obligation
to allow the Facility to reconnect to FPL's system.  The complaint
asserts, however, that the Partnership specifically and successfully
negotiated for a contractual right to operate the Facility at 100 MW
("Minimum Load") in order to enable it to cogenerate sufficient
steam to maintain its Qualifying Facility status.  While FPL has not
disputed that the Partnership may maintain Minimum Load operations
if the Facility is delivering power when FPL requests the
Partnership to decommit the Facility, the complaint states that FPL
has claimed absolute discretion to deny the Partnership permission
to reconnect the Facility with FPL's system.

Because the loss of Qualifying Facility status may result in an
event of default under the power sales agreement, the Partnership
must take action to address this matter.

The complaint asserts causes of action for (i) FPL's breach of the
power sales agreement, (ii) FPL's anticipatory repudiation of the
power sales agreement, (iii) breach of the implied covenant of good
faith, fair dealing and commercial reasonableness and (iv) a
declaratory judgment by the court of the rights of the parties under
the power sales agreement.  The Partnership seeks (a) a declaratory
ruling that FPL's actions constitute a breach of the terms of the
power sales agreement and that the Partnership has the absolute
right to operate the Facility at Minimum Load (except for reasons of
safety or system security) at the rates provided for in the power
sales agreement, (b) injunctive relief preventing FPL from further
violating the power sales agreement, (c) compensatory damages and
(d) other relief as the court may deem appropriate.

Subsequent to the filing of the complaint, FPL reconnected the
Facility to FPL's system on Sunday, March, 28, 1999.  FPL has until
April 14, 1999, to file a responsive pleading to the complaint.

This summary of the Partnership's complaint against FPL is qualified
in its entirety by the complaint, , which accompanied the
Partnership's Current Report on Form 8-K which was filed on March
22, 1999.  This summary does not, nor does it purport to, include
all of the material statements and claims made in the complaint, and
has been provided solely for the reader's convenience.  This summary
is not intended to be relied upon for any purpose without reference
to the complaint.



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 hereunto duly authorized.


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


Date:  March 29, 1999			/s/ John Cooper
								John R. Cooper Vice President (Chief
								Financial Officer)
								



								Indiantown Cogeneration Funding
								Corporation (Co-Registrant)



Date:  March 29, 1999			/s/ John Cooper
								John R. Cooper Vice President (Chief
								Financial Officer)