SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q/A

                                 AMENDMENT #2

(Mark One)

[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
                                      OR
[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

For the transition period from         to

Commission File number                         33-87902
                                               33-87902-01
                                               33-87902-02

                               IEC Funding Corp.
             North Jersey Energy Associates, A Limited Partnership
               Northeast Energy Associates, A Limited Partnership
              ----------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

     Delaware                                04-3255377
     New Jersey                              04-2955646
     Massachusetts                           04-2955642
     -------------                           ----------
(State or Other Jurisdiction of        (I.R.S. Employer
Incorporation or Organization)         Identification No.)

350 Lincoln Place, Hingham, Massachusetts          02043
- -----------------------------------------          -----
(Address of Principal Executive Offices)           (Zip Code)

                                (617) 749-9800
                                --------------
             (Registrant's 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 such 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. Yes   X    No_____     
                                             -------

 
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

     Total revenue for the second quarter of 1996 of $54.9 million decreased by 
$10.1 million (15.5%) as compared to the second quarter of 1995. Revenue for the
six months ended June 30, 1996 of $133.8 million decreased $8.2 million (5.8%) 
as compared to the six months ended June 30, 1995. The decrease in revenues for 
the quarter and the year to date is due primarily to lower generation and 
availability resulting from scheduled maintenance outages during the second 
quarter of 1996. The primary maintenance outages occurred at the Bellingham 
facility where a major inspection and maintenance program was conducted. This 
second quarter outage (scheduled at five year intervals) was the first of this 
type in Bellingham since commencement of operations. Also contributing to the 
decreased revenues were lower rates under the Sayreville power contract. These 
lower rates are a result of the annual indexing of the percentage increase or 
decrease in New Jersey fuel prices for 1994 as defined in FERC Form 423. Rates 
for the Bellingham project increased slightly over the prior year.

     Cost of power and steam sales, as a percentage of gross revenues (gross of 
increase to energy bank) was 52.1% for the second quarter of 1996 versus 46.7% 
for the second quarter of 1995. Year to date cost as a percentage of gross
revenues was 51.1% in 1996 as compared to 45.0% in 1995. The increased
percentage cost on a quarterly basis is the result of fixed demand charges under
certain fuel contracts (which remain constant regardless of availability) and
the higher market prices of spot gas which effect both spot purchases and
certain firm contracts. On a year to date basis extended gas service rights
exercised by one of North Jersey Energy Associates suppliers (due to lower
temperatures) combined with the higher market price of spot gas resulted in
increased costs.

     Operations and maintenance costs decreased $1.3 million (24.2%) as compared
to the second quarter of 1995. The primary cause of the decreased cost is the 
performance bonus, payable to the O&M contractor, which is directly related to 
the lower generation experienced during the second quarter of 1996. Offsetting 
this decrease were expected escalations on O&M contracts and increased water and
sewer charges.

     General and administrative expenses were $3.4 million for the second 
quarter of 1996 as compared to $3.1 million for the same period in the prior 
year. On a year to date basis 1996 costs were $6.9 million as compared to $5.7 
million in 1995. Increases include legal and consulting costs related to 
potential industry restructuring and increased overhead costs.

 
     Interest expense increased $.4 million (3.2%) as compared to the second 
quarter of 1995, and decreased $.2 million on a year to date basis. The second 
quarter increase is primarily due to adjustments made to the fair market value 
of swap agreements during the second quarter of 1995. While adjustments to fair 
market value effect earnings there is no cash effect. Interest on energy bank 
liabilities has increased, reflecting changes in the underlying amounts accrued 
for energy bank balances. Interest on debt is decreasing in 1996 as a result of 
principal payments made during 1995. Principal payments are made semi-annually 
on June 30, and December 30.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 1996 accounts receivable of $38.3 million decreased $13.1 
million as compared to December 31, 1995, reflective of the reduced generation 
during the second quarter of 1996.

     Cash flow generated during the period ended June 30, 1996 was more than 
sufficient to fund all operating expenses as well as fund $37.5 million of 
interest and principal required for payment on June 30, 1996. An additional debt
service reserve funding requirement of $.7 million was also fulfilled. Excess 
cash of $30.8 million was distributed to the partners.

 
     Pursuant to the requirements of the Securities Exchange Act of 1934, IEC 
Funding Corp. has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


                                        IEC FUNDING CORP.


Date                                    Signature and Title




 November 14, 1996                        /s/  Maureen P. Herbert
- -------------------------               ---------------------------------------
                                        Maureen P. Herbert
                                        Vice President of Finance

 
     Pursuant to the requirements of the Securities Exchange Act of 1934, North 
Jersey Energy Associates, A Limited Partnership has duly caused this report to 
be signed on its behalf by the undersigned, thereunto duly authorized.

                                   NORTH JERSEY ENERGY ASSOCIATES
                                   A LIMITED PARTNERSHIP

                                   By: INTERCONTINENTAL ENERGY CORPORATION
                                       As General Partner


Date                               Signature and Title


  November 14, 1996                    /s/   Maureen P. Herbert
- -----------------------            ---------------------------------------------
                                   Maureen P. Herbert
                                   Vice President of Finance

 
     Pursuant to the requirements of the Securities Exchange Act of 1934, 
Northeast Energy Associates, A Limited Partnership has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                   NORTHEAST ENERGY ASSOCIATES,
                                   A LIMITED PARTNERSHIP

                                   By: INTERCONTINENTAL ENERGY CORPORATION
                                       As General Partner


Date                               Signature and Title


  November 14, 1996                   /s/   Maureen P. Herbert
- -----------------------            ---------------------------------------------
                                   Maureen P. Herbert
                                   Vice President of Finance