9405 Arrowpoint Boulevard
Charlotte, NC 28273
(704) 525-3800
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

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, and (2) has been subject to such filing requirements for the past 90 days.      Yes [ Ö ]       No[   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12(b)-2 of the Act)

Yes  [   ]       No  [ Ö ]

PART I/ITEM 1.   CONDENSED FINANCIAL STATEMENTS

          The unaudited condensed financial statements contained herein have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "Commission"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. While the management of LS Power Funding Corporation ("Funding"), LSP-Cottage Grove, L.P. ("Cottage Grove") and LSP-Whitewater Limited Partnership ("Whitewater") (Cottage Grove and Whitewater sometimes referred to herein individually as a "Partnership" and collectively as the "Partnerships") believes that the disclosures made are adequate to make the information presented not misleading, these unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10 - -K for the year ended December 31, 2002, filed by Funding and the Partnerships.


PART I/ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                                CONDITION AND RESULTS OF OPERATIONS

          In addition to discussing and analyzing Funding and the Partnerships' recent historical financial results and conditions, the following "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes statements concerning certain trends and other forward-looking information affecting or relating to Funding and the Partnerships that are intended to qualify for the protections afforded "Forward-Looking Statements" under the Private Securities Litigation Reform Act of 1995, Public Law 104-67. The forward-looking statements made herein are inherently subject to risks and uncertainties that could cause Funding's and the Partnerships' actual results to differ materially from the forward-looking statements.

General

          Cottage Grove is a single purpose Delaware limited partnership formed in December 1993 to develop, finance, construct and own a gas-fired cogeneration facility located in Cottage Grove, Minnesota (the "Cottage Grove Facility"). The 1% general partner, LSP-Cottage Grove, Inc., and the 72% limited partner, Cogentrix Cottage Grove, LLC ("Cogentrix Cottage Grove"), are indirect subsidiaries of Cogentrix Energy, Inc. ("Cogentrix Energy"). The other limited partner is FPP Cottage Grove, LLC ("FPP Cottage Grove") and is not affiliated with Cogentrix Energy. Whitewater is a single purpose Delaware limited partnership formed in December 1993 to develop, finance, construct and own a gas-fired cogeneration facility located in Whitewater, Wisconsin (the "Whitewater Facility", and collectively with the Cottage Grove Facility, the "Facilities"). The 1% general partner, LSP-Whitewater I, Inc., and the 73% limited partner, Cogentrix Whitewater, LLC ("Cog entrix Whitewater"), are indirect subsidiaries of Cogentrix Energy. The other limited partner is FPP Whitewater, LLC ("FPP Whitewater"), an affiliate of FPP Cottage Grove that is not affiliated with Cogentrix Energy. The Partnerships sell electric capacity and energy generated by their Facilities to two utilities under separate long-term power purchase agreements (individually, the "Power Purchase Agreement" and collectively, the "Power Purchase Agreements"). Whitewater sells up to 236.5 megawatts of electric capacity and associated energy generated by the Whitewater Facility to Wisconsin Electric Power Company ("WEPCO") pursuant to a 25-year Power Purchase Agreement expiring in September 2022. Whitewater may also sell to third parties up to 12 megawatts of electric capacity and any energy not dispatched by WEPCO. All of the electric capacity and energy generated by the Cottage Grove Facility is sold to Northern States Power Company ("NSP") pursuant to a 30-year Power Purchase Agreement, which runs through October 2027. The Partnerships also have long-term steam supply agreements with steam hosts to supply thermal energy produced by the Facilities.

          The Whitewater Facility commenced commercial operations on September 18, 1997, and the Cottage Grove Facility commenced commercial operations on October 1, 1997. The Whitewater and Cottage Grove Power Purchase Agreements meet the criteria of a "sales-type" capital lease as described in Statement of Financial Accounting Standards ("SFAS") No. 13, "Accounting for Leases." Cottage Grove and Whitewater each recognized a gain on sales-type capital lease for the difference between the estimated fair market value and the historical cost of the Facilities as of the commencement of each respective Power Purchase Agreement's terms (commencement of commercial operations). The Partnerships each recorded a net investment in lease that reflects the present value of future minimum lease payments. Future minimum lease payments represent the amount of capacity payments due from the utilities under the Power Purchase Agreements in excess of fixed operating costs (i.e., executory costs). The difference between the undiscounted future minimum lease payments due from the utilities and the net investment in lease represents unearned income. This unearned income will be recognized as lease revenue over the respective terms of the Power Purchase Agreements using the effective interest rate method. The Partnerships will also recognize service revenue related to the reimbursement of costs incurred in operating the Facilities and providing electricity and thermal energy. The amount of service revenue recognized by each Partnership will be directly related to the level of dispatch of the Facilities by the respective utilities and to a lesser extent the level of thermal energy required by the steam hosts.

     Funding

          Funding was organized in June 1995 as a special purpose Delaware corporation to issue debt securities in connection with financing the construction of the Facilities. Funding's sole business activities are limited to maintaining its organization and activities necessary pursuant to the offering of the Senior Secured Bonds (defined below) and its acquisition of the First Mortgage Bonds (defined below) from the Partnerships.

          Cottage Grove and Whitewater each own 50% of the outstanding stock of Funding.

Results of Operations

     Cottage Grove

          Operating revenues increased approximately 56.8% to $18.5 million for the first quarter of 2003 as compared to $11.8 million for the first quarter of 2002. This increase was the result of increases in service revenue and commodity sales. The increase in service revenue resulted from an increase in the variable energy rate charged to the purchasing utility and the steam purchaser, offset by a decrease in megawatt hours sold to the purchasing utility and the level of steam produced. Commodity sales increased due to higher gas inventories being available for sale to third party purchasers.

          Operating expenses increased approximately 75.0% to $12.6 million for the first quarter of 2003 as compared to $7.2 million for the first quarter of 2002. This increase was the result of increases in both cost of services and commodity cost of sales. Cost of services increased due to an increase in fuel expense, a component of cost of services, as a result of increased natural gas prices, which was partially offset by a decrease in megawatt hours sold to the purchasing utility. Commodity cost of sales increased due to higher natural gas inventories being available for sale to third party purchasers.

          Interest expense consists primarily of interest expense on the First Mortgage Bonds and amortization of the costs incurred to issue the bonds.

     Whitewater

          Operating revenues increased approximately 42.3% to $19.5 million for the first quarter of 2003 as compared to $13.7 million for the first quarter of 2002. The increase was the result of an increase in service revenues. Service revenues increased due to an increase in the variable energy rate charged to the purchasing utility, which was partially offset by a decrease in megawatt hours sold to the purchasing utility.


          Operating expenses increased approximately 23.2% to $13.8 million for the first quarter of 2003 as compared to $11.2 million for the first quarter of 2002. This increase was the result of an increase in cost of services. Cost of services increased due to an increase in fuel expense, a component of cost of services, as a result of an increase in natural gas prices. The increase in natural gas prices was partially offset by a decrease in megawatt hours sold to the purchasing utility as well as higher maintenance costs incurred during the quarter ended March 31, 2002, another component of cost of services, due to an unscheduled outage.

          Interest expense consists primarily of interest expense on the First Mortgage Bonds and amortization of the costs incurred to issue the bonds.

Facility Construction

     Cottage Grove

          During the second quarter of 2003, Cottage Grove agreed to release Westinghouse Electric Corporation ("Westinghouse Electric"), the Facility's construction contractor, from performing certain repairs agreed to under the final settlement of the cost to construct the facility and removed the requirement for Westinghouse Electric to provide a letter of credit to support Westinghouse Electric's obligations to perform certain future maintenance work. In exchange, Westinghouse Electric will pay Cottage Grove approximately $0.3 million which the Partnership will record as an additional gain on sales-type capital lease during the second quarter of 2003. Westinghouse Electric has also agreed to perform certain maintenance tasks through March 2004.

     Whitewater

          During the second quarter of 2003, Whitewater agreed to release Westinghouse Electric, the Facility's construction contractor, from performing certain repairs agreed to under the final settlement of the cost to construct the facility and removed the requirement for Westinghouse Electric to provide a letter of credit to support Westinghouse Electric's obligations to perform certain future maintenance work. In exchange, Westinghouse Electric will pay Whitewater approximately $0.2 million which the Partnership will record as an additional gain on sales-type capital lease during the second quarter of 2003. Westinghouse Electric has also agreed to perform certain maintenance tasks through March 2004.

Liquidity and Capital Resources

     Cottage Grove

          The principal components of operating cash flow for the three-month period ended March 31, 2003, were net income of $2.8 million and a net $4.6 million of cash provided by changes in other working capital assets and liabilities. Cash flows provided by operating activities of $7.9 million were primarily used to fund $6.6 million of restricted cash.

     Whitewater

          The principal component of operating cash flow for the three-month period ended March 31, 2003, were net income of $1.7 million and a net $3.7 million of cash provided by changes in other working capital assets and liabilities. Cash flows provided by operating activities of $6.9 million were primarily used to fund $7.5 million of restricted cash.

     Other Financial Information

          During February 2002, Cottage Grove experienced an unplanned outage. Repairs were made and operations re-started. This outage, in addition to the unplanned outage during September 2002, may reduce Cottage Grove's bonus peak period capacity payment by approximately $0.3 million for the year ending December 31, 2003.

          Both Cottage Grove and Whitewater are required to maintain a debt service reserve fund as stipulated by certain financing documents. During 1999 and 1998, the Partnerships transferred the debt service reserve funds to Cogentrix Energy. The required debt service funds at March 31, 2003, equal to $7.2 million and $8.2 million for Cottage Grove and Whitewater, respectively, are included on the respective balance sheets as Note Receivable from Affiliate. The receivables are backed by an irrevocable letter of credit from Cogentrix Energy.

          Each partnership maintains a letter of credit facility which expires in July 2007. These facilities provide working capital loans of up to $3.0 million and letters of credit commitments up to $5.0 million for Whitewater and $5.5 million for Cottage Grove that may be drawn on by the respective Partnership from time to time. Such letters of credit will satisfy certain requirements of the Partnerships under various project agreements. As of March 31, 2003, a $0.5 million letter of credit was outstanding under the Cottage Grove letter of credit facility to secure certain obligations of Cottage Grove under the Cottage Grove Power Purchase Agreement and there were no amounts outstanding under the Whitewater letter of credit facility.

          The Partnerships expect that payments from the utilities under the Power Purchase Agreements will provide the substantial majority of the revenues of each of the Partnerships. Under and subject to the terms of the Power Purchase Agreements, each utility is obligated to purchase electric capacity made available to it and energy that it requests from the related Partnership. For additional information regarding NSP and WEPCO, reference is made to the respective Annual Reports filed on Form 10-K, the Quarterly Reports filed on Form 10-Q, proxy, and any other filings made by NSP and WEPCO with the Commission.

          The Power Purchase Agreements are dispatchable contracts that provide the utilities with the ability to suspend or reduce purchases of electricity from the Facilities. The Power Purchase Agreements are structured such that the Partnerships will continue to receive capacity payments during any period of dispatch. Each Partnership is dependent on capacity payments under its Power Purchase Agreement to meet its fixed obligations, including the payment of debt service under each Partnership's First Mortgage Bonds (which will be Funding's sole source of revenues for payment of debt service under the Senior Secured Bonds). Capacity payments by each of NSP and WEPCO are based on the tested capacity and availability of the Facilities and are unaffected by levels of dispatch. Each Facility's capacity is subject to semi-annual verification through testing. Capacity payments are subject to reduction if a Facility is operating at reduced or degraded capacity at the time of such test, although each Facility is permitted a retest subject to certain retest limitations. Also, capacity payments for each Facility are subject to reduction if the respective Facility does not maintain certain minimum levels of availability. Under the Cottage Grove Power Purchase Agreement, capacity payments are further adjusted by, among other things, the capacity loss factor, which is determined in accordance with procedures jointly agreed to by Cottage Grove and NSP. The Partnerships expect to achieve the minimum capacity and availability levels; however, any material shortfall in tested capacity or availability over a significant period could result in a shortage of funds to the Partnerships.

          Each Partnership presently believes that funds available from cash and investments on hand, restricted funds, operations and letter of credit and working capital facilities will be more than sufficient to liquidate each partnership's obligations as they come due, pay project debt service and make required contributions to project reserve accounts.

          As with any power generation facility, operation of the Facilities involves certain risks, including the performance of a Facility below expected levels of output or efficiency, interruptions in fuel supply, pipeline disruptions, disruptions in the supply of thermal or electrical energy, power shut-downs due to the breakdown or failure of equipment or processes, violation of permit requirements (whether through operation or change in law), operator error, labor disputes or catastrophic events such as fires, earthquakes, explosions, floods or other similar occurrences affecting a Facility or its power purchasers, thermal energy purchasers, fuel suppliers or fuel transporters. The occurrence of any of these events could significantly reduce or eliminate revenues generated by a Facility or significantly increase the expenses of that Facility, thereby impacting the ability of a Partnership to make payments of the amounts necessary to fund principal of a nd interest on its First Mortgage Bonds, and consequently Funding's ability to make payments of principal and interest on the Senior Secured Bonds. Not all risks are insured and the proceeds of such insurance applicable to covered risks may not be adequate to cover a Facility's lost revenues or increased expenses. In addition, extended unavailability under the Power Purchase Agreements, which may result from one or more of such events, may entitle the respective Power Purchaser to terminate its Power Purchase Agreement.


Impact Of Energy Price Changes, Interest Rates And Inflation

          The Partnerships have attempted to mitigate the risk of increases in fuel and transportation costs by providing contractually for matching increases in the energy payments the Partnerships receive from the utilities purchasing electricity generated by the Facilities. In addition, the Partnerships have hedged against the risk of fluctuations in interest rates by arranging fixed-rate financing.

          The Cottage Grove and Whitewater Facilities each have gas supply contracts with two suppliers that in the aggregate provide 100% of the expected gas requirements of each Facility. One of the gas supply contracts at each Facility is with Dynegy Marketing and Trade ("Dynegy") and the other supply contract is with Aquila Energy Marketing Corporation ("Aquila"). The gas price components of the Aquila and Dynegy gas supply agreements are priced at market based indices and are structured to provide matching changes in energy payments under the Whitewater and Cottage Grove PPAs. Included within these gas supply agreements is a provision whereby Whitewater and Cottage Grove may select to pay a monthly fixed fee as consideration for the right to elect to purchase a daily quantity of gas priced at the TOK, as defined by the contracts, or first-of-the-month spot market price (the "Fuel Selection Fee"). Cottage Grove and Whitewater can each purchase up to 40% of its contracted gas supplies under the option structure. The remaining 60% of the gas requirements are priced at the TOK price, or daily spot price. The U.S. gas market is currently experiencing a tightening of gas supplies, increased gas prices, and increased price volatility and, consequently, the Fuel Selection Fees are anticipated to be more costly. During 2002, a number of events negatively impacted the business and prospects of Dynegy and Aquila resulting in downgrades in the credit ratings of Dynegy and Aquila to non-investment grade by each of the major rating agencies. A failure to perform under the gas supply contracts by either Dynegy or Aquila may have a material adverse effect on Whitewater and Cottage Grove. While management believes that alternative natural gas supplies at market-based prices can be obtained so as to ensure against interruption, no assurance can be given that the replacement arrangements would have terms commercially equivalent to the Dynegy and Aquila contracts.


PART 1/ITEM 4.   CONTROLS AND PROCEDURES

          Our President and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in rule 13a-14 (c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Partnership's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to Funding, Cottage Grove and Whitewater required to be included in our periodic filings under the Exchange Act. Since the Evaluation Date, there have not been any significant changes in our internal controls or in their factors that could significantly affect such controls.

SIGNATURES:   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized.


LS POWER FUNDING CORPORATION

Date:     May 15, 2003



LSP-COTTAGE GROVE, L.P.


By:       LSP-Cottage Grove, Inc.
Its:        General Partner

Date:     May 15, 2003




LSP-WHITEWATER LIMITED PARTNERSHIP

By: LSP-Whitewater I, Inc.
Its: General Partner

Date:     May 15, 2003

          I, Mark F. Miller, certify that:

          I, Thomas F. Schwartz, certify that:

The accompanying notes to the condensed financial statements are an integral part of these statements.

The accompanying notes to the condensed financial statements are an integral part of these statements.

1.     FINANCIAL STATEMENTS

          The balance sheet as of March 31, 2003 and the statements of income and cash flows for the three-month periods ended March 31, 2003 and 2002, have been prepared by LS Power Funding Corporation ("Funding"), without audit. In the opinion of management, these unaudited condensed financial statements include all adjustments (consisting of normal recurring adjustments) necessary to present fairly Funding's financial position as of March 31, 2003, and the results of its operations and its cash flows for the three-month periods ended March 31, 2003 and 2002.

          The unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. While management believes that the disclosures made are adequate to make the information presented not misleading, these unaudited condensed financial statements should be read in conjunction with Funding's audited financial statements included in Funding's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 filed with the SEC on March 31, 2003.

2.     ORGANIZATION

          Funding was established on June 23, 1995, as a special purpose Delaware corporation to issue debt securities in connection with financing construction of two gas-fired cogeneration facilities, one located in Cottage Grove, Minnesota, and the other located in Whitewater, Wisconsin. LSP-Cottage Grove, L.P. ("Cottage Grove") and LSP-Whitewater Limited Partnership ("Whitewater") are single purpose Delaware limited partnerships established to develop, finance, construct and own the facilities at Cottage Grove and Whitewater, respectively. Cottage Grove and Whitewater each own 50% of the outstanding stock of Funding. Funding's sole business activities are limited to maintaining its organization, the offering of the Senior Secured Bonds and its acquisition of the First Mortgage Bonds issued by Cottage Grove and Whitewater. The ultimate parent of Cottage Grove and Whitewater is Cogentrix Energy, Inc. ("Cogentrix Energy"), a North Carolina corporation.
          Cogentrix Energy's corporate credit facility matures in October 2003 at which time all outstanding borrowings will become due and payable. In the event the facility matures and is not repaid, this would create a cross-default under Cogentrix Energy's senior unsecured notes. As a result of this matter, Cogentrix Energy's independent auditors expressed a going concern uncertainty in their report on the Cogentrix Energy consolidated financial statements as of and for the year ended December 31, 2002. Cogentrix Energy's management intends to refinance the corporate credit facility prior to its maturity and is currently negotiating the terms of a restructured facility. However, there are no assurances that this restructuring can be accomplished.

          In addition, certain project subsidiaries of Cogentrix Energy are currently in default of their non-recourse loan agreements and the outstanding obligations under these loan agreements are currently callable. The project lender to each of these facilities is able to satisfy this obligation with the applicable project's assets only and cannot look to Cogentrix Energy or it's subsidiaries (including the Partnership) to satisfy such project's obligation.

          Cogentrix Energy owns an indirect interest in Funding and certain wholly-owned indirect subsidiaries of Cogentrix Energy provide services to Funding. Although Cogentrix Energy's management does not expect the matters discussed above to have a material impact on Funding, Funding cannot be certain that these matters would not affect certain of Funding's loan agreements or ownership arrangements with respect to Funding.