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" and related interpretations. 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.

Change in Control

          On October 17, 2003, Cogentrix Energy and its shareholders executed an agreement with a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("Goldman Sachs") whereby Goldman Sachs will purchase 100% of the common stock of Cogentrix Energy. The transaction is subject to certain conditions and requires certain consents and regulatory approval and is expected to close in early 2004.

Results of Operations

     Cottage Grove

          Operating revenues increased approximately 29.9% to $16.5 million for the third quarter of 2003 as compared to $12.7 million for the corresponding period of 2002. This increase was primarily the result of an increase in service revenue partially offset by a decrease in commodity sales. The increase in service revenue resulted from an increase in the variable energy rate charged to the purchasing utility and steam purchaser as a result of an increase in natural gas prices. The decrease in commodity sales was attributable to a lower volume of sales of remarketed fuel to third party purchasers.

          Operating revenues increased approximately 41.1% to $50.8 million for the nine months ended September 30, 2003 compared to $36.0 million for the corresponding period of 2002. This increase was the result of an increase in service revenue and commodity sales. The increase in service revenue resulted from a significant increase in natural gas prices in the first nine months of 2003 as compared to the first nine months of 2002. The increase in commodity sales was due to an increase in remarketed fuel sales to third party purchasers as well as an increase in natural gas prices in the first nine months of 2003 as compared to the first nine months of 2002.

          Operating expenses increased approximately 21.5% to $11.3 million for the third quarter of 2003 as compared to $9.3 million for the corresponding period of 2002. This increase was the result of an increase in cost of services. The increase in cost of services resulted from an increase in fuel expense, a component of cost of services, related to an increase in natural gas prices.

          Operating expenses increased approximately 46.8% to $34.5 million for the nine months ended September 30, 2003 as compared to $23.5 for the corresponding period of 2002 for the same reasons listed above for the quarter ended September 30, 2003.

          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 13.8% to $16.5 million for the third quarter of 2003 as compared to $14.5 million for the corresponding period of 2002. This increase was primarily the result of an increase in service revenue which resulted from an increase in the variable energy rate charged to the purchasing utility as a result of an increase in natural gas prices.

          Operating revenues increased approximately 22.1% to $53.0 million for the nine months ended September 30, 2003 as compared to $43.4 million for the corresponding period of 2002. This increase was primarily the result of an increase 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 as a result of an increase in natural gas prices. The increase in commodity sales is due to an increase in remarketed fuel sales to third party purchasers and an increase in natural gas prices.

          Operating expenses increased approximately 25.8% to $11.2 million for the third quarter of 2003 as compared to $8.9 million for the corresponding period of 2002. This increase was primarily the result of an increase in cost of services which resulted from an increase in fuel expense, a component of cost of services, as a result of an increase in natural gas prices.

          Operating expenses increased approximately 24.4% to $35.7 million for the nine months ended September 30, 2002 as compared to $28.7 for the corresponding period of 2002. This increase was primarily the result of an increase in cost of services and commodity cost of sales. The increase in cost of services resulted from an increase in fuel expense, a component of cost of services, as a result of an increase in natural gas prices. The increase in commodity cost of sales was due to an increase in fuel sales to third party purchasers and an increase in natural gas prices.

          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 paid Cottage Grove approximately $0.3 million which the Partnership recorded as an additional gain on sales-type capital lease. 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 paid Whitewater approximately $0.2 million which the Partnership recorded as an additional gain on sales-type capital lease. 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 nine-month period ended September 30, 2003, were net income of $7.6 million and a net $4.5 million of cash provided by changes in other working capital assets and liabilities. Cash flows provided by operating activities of $13.7 million were primarily used to repay $1.3 million of First Mortgage Bonds, fund $7.3 million of restricted cash and make partner distributions of $5.1 million.

     Whitewater

          The principal components of operating cash flow for the nine-month period ended September 30, 2003, were net income of $6.8 million and a net $5.5 million of cash provided by changes in other working capital assets and liabilities. Cash flows provided by operating activities of $15.8 million were primarily used to repay $1.5 million of First Mortgage Bonds, fund $8.4 million of restricted cash and make partner distributions of $7.0 million.

     Other Financial Information

          The Cottage Grove facility incurred a reduction in the bonus peak period capacity payment of approximately $0.1 million for the year ending December 31, 2003 as a result of unplanned outages during February 2003 and September 2002.

          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 September 30, 2003, equal to $7.4 million and $8.4 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 Mid-America, Inc., an intermediate holding company and wholly-owned subsidiary of 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 September 30, 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 in addition to a $0.4 million letter of credit as support of a surety bond. Whitewater has a $0.5 million letter of credit in support of a surety bond at September 30, 2003. See discussion regarding these surety bonds below.

          During October 2003, Cottage Grove and Whitewater collectively committed to the purchase of approximately $2.4 million of combustion turbine parts in support of scheduled maintenance outages during 2004 at both facilities. The Partnerships are expected to share equally in the cost of this equipment.

          The Partnerships filed on September 12, 2003 pursuant to Rule 206 of the Federal Energy Regulatory Commission's ("FERC") Rules of Practice and Procedure, a "Complaint Requesting Fast-Track Processing" (the "Complaint") against Northern Natural Gas Company ("Northern Natural"), the Partnerships' interstate gas transporter. This Complaint has been assigned Docket No. RP03-604-000 and can be viewed at the FERC website. The Partnerships filed the Complaint as a result of Northern Natural improperly billing approximately $1.7 million in prospective and retroactive surcharges pursuant to two transportation letter agreements between the parties (one letter agreement for Cottage Grove and one letter agreement for Whitewater). This value is approximated because it continues to increase every day Northern Natural assesses additional surcharges. Northern Natural filed a formal response to the Complaint on October 15, 2003. Settlement discussions with Nort hern Natural are ongoing.

          As a result of the settlement discussions with Northern Natural, the Partnerships were required to post surety bonds totaling $1.7 million in support of their contingent obligations in the event of an unfavorable ruling by FERC. These surety bonds are partially collateralized by letters of credit in the aggregate of $0.9 million issued against the Partnerships' letter of credit facilities.

          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.

New Accounting Pronouncements

          The Partnerships adopted Statement of Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations" on January 1, 2003. The Whitewater Partnership identified an obligation to dismantle and remove its facility under the terms of a development agreement with the City of Whitewater, Wisconsin. The Whitewater Partnership developed cost estimates representing the future cost to dismantle and remove this facility at the end of its useful life. The future cost to dismantle and remove this facility has been discounted to its present value, and the related liability has been recorded on the balance sheet as of January 1, 2003. Over the life of the facility, the liability will be accreted to its future value and eventually extinguished when the facility is taken out of service. As of January 1, 2003, the Partnership recorded an expense of $0.6 million, related to these obligations as a cumulative effect of a change in accounting pr inciple in the condensed financial statements. The adoption of this statement had no impact on the Whitewater Partnership's cash flows. The adoption of this pronouncement was not material to the Cottage Grove Partnership's financial statements.

          The Partnerships adopted SFAS No. 145, "Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS No. 13 and Technical Corrections." SFAS No. 4 had required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. In addition, SFAS No. 145 rescinds SFAS No. 4 and the related required classification of gains and losses from extinguishment of debt as extraordinary items under certain circumstances. Additionally, SFAS No. 145 amends SFAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. The provisions related to SFAS No. 13 are applicable for transactions occurring after May 15, 2002. The Partnerships' adoption of this statement did not have an impact on their financial condition, results of operations or cash flows.

          The Partnerships adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" on January 1, 2003. SFAS No. 146 requires costs associated with exit or disposal activities to be recognized when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The Partnerships' adoption of this statement did not have an impact on their financial condition, results of operations or cash flows.

          The Partnerships adopted Financial Accounting Standards Board ("FASB") Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, and interpretation of SFAS Nos. 5, 57 and 107 and a rescission of FASB Interpretation No. 34" in December 2002. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and the disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of th is new standard did not have a material impact on the Partnerships' financial condition, results of operations or cash flows.

          In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"), which expands upon existing accounting guidance addressing when a company should include in its financial statements the assets, liabilities and activities of another entity or arrangement it is involved with. FIN 46 notes that many of what are now referred to as "variable interest entities" have commonly been referred to as special-purpose entities or off-balance sheet structures. However, the Interpretation's guidance is to be applied to not only these entities but to all entities and arrangements found within a company. FIN 46 provides some general guidance as to the definition of a variable interest entity. The Partnerships are currently evaluating all entities and arrangements it is involved with to determine if they meet the FIN 46 criteria as variable interest entities.

          FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns, or both. A company that consolidates a variable interest entity is now referred to as the "primary beneficiary" of that entity.

          The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. There were no new variable interest entities created by the Partnerships between February 1, 2003 and September 2003. The consolidation requirements apply to variable interest entities created before January 31, 2003, no later than the end of the first annual reporting period beginning after June 15, 2003 for all non-public entities, as defined by the FASB. The Partnerships are considered non-public entities as defined by the FASB, so these requirements are effective for them in the fourth quarter of 2004. Certain new and expanded disclosure requirements must be applied to the Partnerships' September 30, 2003 disclosures if there is an assessment that it is reasonably possible that an enterprise will consolidate or disclose information about a variable interest equity when FIN 46 becomes effective. The Partnerships belie ve the adoption of FIN 46 will have no impact on their financial condition, results of operations or cash flows.

          The FASB issued SFAS No. 149, "Amendment of SFAS No. 133 on Derivative Instruments and Hedging Activities" in April 2003. SFAS No. 149 amends and clarifies the accounting and reporting for derivative instruments, including embedded derivatives, and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 149 amends SFAS No. 133 to reflect the decisions made as part of the Derivatives Implementation Group and in other FASB projects or deliberations. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 is not expected to have an impact on the Partnerships' financial condition, results of operations or cash flows.

          The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" in May 2003. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Partnerships adopted SFAS No. 150 on July 1, 2003 and this adoption did not have a material impact on the Partnerships' financial condition, results of operations or cash flows.

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 in the event these fees have to be replaced. 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 equivale nt to the Dynegy and Aquila contracts.

PART 1/ITEM 4.   CONTROLS AND PROCEDURES

          Our Chief Financial Officer and President have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in rules 13a-15(c) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this quarterly report. Based on that evaluation, these officers have concluded that, as of the end of such period, Funding's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to Funding required to be included in our periodic filings under the Exchange Act. No change in our internal control over financial reporting was made during our most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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:     November 14, 2003



LSP-COTTAGE GROVE, L.P.


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

Date:     November 14, 2003




LSP-WHITEWATER LIMITED PARTNERSHIP


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

Date:     November 14, 2003

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.

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

1.     FINANCIAL STATEMENTS

          The balance sheet as of September 30, 2003 and the statements of income for the three-month and nine-month periods ended September 30, 2003 and 2002 and the statements of cash flows for the nine-month periods ended September 30, 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 September 30, 2003, and the results of its operations for the three-month and nine-month periods ended September 30, 2003 and 2002 and its cash flows for the nine-month periods ended September 30, 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 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. This uncertainty was related to Cogentrix Energy's then existing corporate credit facility which was scheduled to mature in October 2003 at which time all outstanding borrowings would have been due and payable. On October 28, 2003, Cogentrix Energy repaid all outstanding obligations with proceeds from a new credit facility executed by a direct, wholly-owned subsidiary, guaranteed by Cogentrix Energy.

          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 these obligations with the applicable project's assets only and cannot look to Cogentrix Energy or it's subsidiaries (including Funding) to satisfy such project's obligations.

          Cogentrix Energy owns an indirect interest in Funding and certain wholly-owned indirect subsidiaries of Cogentrix Energy provide services to Funding. While an adverse outcome to the matters discussed above could have an adverse impact on Funding, management currently believes that such impact would not be material to the financial results or operations of Funding.

3.     NEW ACCOUNTING PRONOUNCEMENT

          In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"), which expands upon existing accounting guidance addressing when a company should include in its financial statements the assets, liabilities and activities of another entity or arrangement it is involved with. FIN 46 notes that many of what are now referred to as "variable interest entities" have commonly been referred to as special-purpose entities or off-balance sheet structures. However, the Interpretation's guidance is to be applied to not only these entities but to all entities and arrangements found within a company. FIN 46 provides some general guidance as to the definition of a variable interest entity. Funding is currently evaluating all entities and arrangements it is involved with to determine if they meet the FIN 46 criteria as variable interest entities.

          FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns, or both. A company that consolidates a variable interest entity is now referred to as the "primary beneficiary" of that entity.

          The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. There were no new variable interest entities created by Funding between February 1, 2003 and September 2003. The consolidation requirements apply to variable interest entities created before January 31, 2003, no later than the end of the first annual reporting period beginning after June 15, 2003 for all non-public entities, as defined by the FASB. Funding is considered a non-public entity as defined by the FASB, so these requirements are effective for Funding in the fourth quarter of 2004. Certain new and expanded disclosure requirements must be applied to Funding's September 30, 2003 disclosures if there is an assessment that it is reasonably possible that an enterprise will consolidate or disclose information about a variable interest equity when FIN 46 becomes effective. Funding believes the adoption of FIN 46 will h ave no impact on its financial condition, results of operations or cash flows.

4.     CHANGE IN CONTROL

          On October 27, 2003, Cogentrix Energy, the ultimate parent company of Funding, and its shareholders executed an agreement with a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("Goldman Sachs") whereby Goldman Sachs will purchase 100% of the common stock of Cogentrix Energy. The transaction is expected to close in early 2004 and is subject to certain conditions and requires certain consents and regulatory approval.

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.

LSP-COTTAGE GROVE, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED

1.     FINANCIAL STATEMENTS

          The balance sheet as of September 30, 2003 and the statements of income for the three-month and nine-month periods ended September 30, 2003 and 2002 and the statements of cash flows for the nine-month periods ended September 30, 2003 and 2002, have been prepared by LSP-Cottage Grove, L.P. (the "Partnership"), without audit. In the opinion of management, these unaudited condensed financial statements include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the Partnership's financial position as of September 30, 2003 and the results of its operations for the three-month and nine-month periods ended September 30, 2003 and 2002 and its cash flows for the nine-month periods ended September 30, 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 the Partnership's audited financial statements included in the Partnership'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

          The Partnership is a Delaware limited partnership that was formed on December 14, 1993, to develop, finance, construct and own a gas-fired cogeneration facility with a design capacity of approximately 245 megawatts located in Cottage Grove, Minnesota (the "Facility"). Construction and start-up of the Facility was substantially completed and commercial operation commenced October 1, 1997. The 1% general partner of the Partnership is LSP-Cottage Grove, Inc. ("Cottage Grove"), a wholly-owned subsidiary of Cogentrix Cottage Grove, LLC ("Cogentrix Cottage Grove"). Cogentrix Cottage Grove and FPP Cottage Grove, LLC, are the sole limited partners of the Partnership, owning approximately 72% and 27% limited partnership interests, respectively. The ultimate parent of Cogentrix Cottage Grove is Cogentrix Energy, Inc. ("Cogentrix Energy"), a North Carolina corporation.

          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. This uncertainty was related to Cogentrix Energy's then existing corporate credit facility which was scheduled to mature in October 2003 at which time all outstanding borrowings would have been due and payable. On October 28, 2003, Cogentrix Energy repaid all outstanding obligations with proceeds from a new credit facility executed by a direct, wholly-owned subsidiary, guaranteed by Cogentrix Energy.

          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 these obligations with the applicable project's assets only and cannot look to Cogentrix Energy or it's subsidiaries (including Cottage Grove) to satisfy such project's obligations.

          Cogentrix Energy owns an indirect interest in Cottage Grove and certain wholly-owned indirect subsidiaries of Cogentrix Energy provide services to Cottage Grove. While an adverse outcome to the matters discussed above could have an adverse impact on Cottage Grove, management currently believes that such impact would not be material to the financial results or operations of Cottage Grove.

          The Partnership holds a 50% equity ownership interest in LS Power Funding Corporation ("Funding"), which was established on June 23, 1995, as a special purpose funding corporation to issue debt securities (the "Senior Secured Bonds") in connection with financing construction of the Facility and a similar gas-fired cogeneration facility located in Whitewater, Wisconsin. On June 30, 1995, a portion of the proceeds from the offering and sale of the Senior Secured Bonds issued by Funding was used to purchase $155 million of First Mortgage Bonds issued simultaneously by the Partnership.

          All of the electric capacity and energy generated by the Facility is sold to Northern States Power Company under a 30-year power purchase agreement which expires in October 2027 (the "Power Purchase Agreement"). The thermal energy generated by the Facility is sold in the form of steam to 3M Company (formerly Minnesota Mining and Manufacturing Company, "3M") under a 30-year thermal energy sales agreement which also has an initial expiration date in 2027.

3.     NEW ACCOUNTING PRONOUNCEMENTS

          On January 1, 2003, the Partnership adopted Statement of Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations." The adoption of this pronouncement was not material to the Partnership's financial condition, results of operations or cash flows. SFAS No. 143 requires companies to record a liability relating to the retirement and removal of assets used in their business. The liability is discounted to its present value, and the related asset value is increased by the amount of the resulting liability. Over the life of the asset, the liability will be accreted to its future value and eventually extinguished when the asset is taken out of service.

          On January 1, 2003, the Partnership adopted SFAS No. 145, "Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS No. 13 and Technical Corrections." SFAS No. 4 had required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. In addition, SFAS No. 145 rescinds SFAS No. 4 and the related required classification of gains and losses from extinguishment of debt as extraordinary items under certain circumstances. Additionally, SFAS No. 145 amends SFAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. The provisions related to SFAS No. 13 are applicable for transactions occurring after May 15, 2002. The Partnership's adoption of this statement did not have an impact on its financial condition, results of operations o r cash flows.

          On January 1, 2003, the Partnership adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires costs associated with exit or disposal activities to be recognized when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The Partnership's adoption of this statement did not have an impact on its financial condition, results of operations or cash flows.

          In December 2002, the Partnership adopted Financial Accounting Standards Board ("FASB") Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, and interpretation of SFAS Nos. 5, 57 and 107 and a rescission of FASB Interpretation No. 34". This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and the disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of th is new standard did not have a material impact on the Partnership's financial condition, results of operations or cash flows.

          In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"), which expands upon existing accounting guidance addressing when a company should include in its financial statements the assets, liabilities and activities of another entity or arrangement it is involved with. FIN 46 notes that many of what are now referred to as "variable interest entities" have commonly been referred to as special-purpose entities or off-balance sheet structures. However, the Interpretation's guidance is to be applied to not only these entities but to all entities and arrangements found within a company. FIN 46 provides some general guidance as to the definition of a variable interest entity. The Partnership is currently evaluating all entities and arrangements it is involved with to determine if they meet the FIN 46 criteria as variable interest entities.

          FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns, or both. A company that consolidates a variable interest entity is now referred to as the "primary beneficiary" of that entity.

          The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. There were no new variable interest entities created by the Partnership between February 1, 2003 and September 2003. The consolidation requirements apply to variable interest entities created before January 31, 2003, no later than the end of the first annual reporting period beginning after June 15, 2003 for all non-public entities, as defined by the FASB. The Partnership is considered a non-public entity as defined by the FASB, so these requirements are effective for the Partnership in the fourth quarter of 2004. Certain new and expanded disclosure requirements must be applied to the Partnership's September 30, 2003 disclosures if there is an assessment that it is reasonably possible that an enterprise will consolidate or disclose information about a variable interest equity when FIN 46 becomes effective. The Partnershi p believes the adoption of FIN 46 will have no impact on its financial condition, results of operations or cash flows.

          In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133 on Derivative Instruments and Hedging Activities". This Statement amends and clarifies the accounting and reporting for derivative instruments, including embedded derivatives, and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 149 amends SFAS No. 133 to reflect the decisions made as part of the Derivatives Implementation Group and in other FASB projects or deliberations. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 has not had a material impact on the Partnership's financial condition, results of operations or cash flows.

          In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Partnership adopted SFAS No. 150 on July 1, 2003 and this adoption did not have a material impact on the financial condition, results of operations or cash flows.

4.     SALES-TYPE CAPITAL LEASE

          The components of the net investment in lease at September 30, 2003, were as follows (dollars in thousands):

          Gross investment in lease represents total capacity payments receivable over the term of the Power Purchase Agreement, net of executory costs, which are considered minimum lease payments in accordance with SFAS No. 13, "Accounting for Leases."

5.     WESTINGHOUSE SETTLEMENT

          During May 2003, the Partnership agreed to return Westinghouse Electric Corporation's ("Westinghouse Electric") $2.0 million letter of credit issued to support Westinghouse Electric's obligations to perform certain maintenance work on behalf of the Partnership. In return, Westinghouse Electric paid the Partnership $0.3 million and agreed to perform certain maintenance tasks through March 2004. This payment was recorded as a gain on sales-type capital lease during the quarter ended June 30, 2003.

6.     BILLING DISPUTE

          The Partnership filed on September 12, 2003 pursuant to Rule 206 of the Federal Energy Regulatory Commission's ("FERC") Rules of Practice and Procedure, a "Complaint Requesting Fast-Track Processing" (the "Complaint") against its gas transporter, Northern Natural Gas Company ("Northern Natural"). This Complaint has been assigned Docket No. RP03-604-000 and can be viewed at the FERC website. Cottage Grove filed the Complaint as a result of Northern Natural improperly billing approximately $0.7 million in prospective and retroactive surcharges pursuant to a transportation letter agreement between the parties. This value is approximated because it continues to increase every day Northern Natural assesses additional surcharges. Northern Natural filed a formal response to the Complaint on October 15, 2003. Settlement discussions with Northern Natural are ongoing. No amounts have been recorded in the accompanying balance sheets related to this dispu te.

          As a result of the settlement discussions with Northern Natural, the Partnership was required to post a surety bond of approximately $0.7 million in support of the facility's contingent obligation in the event of an unfavorable ruling by FERC. The surety bond is partially collateralized by an approximate $0.4 million letter of credit issued against the Partnership's letter of credit facility.

7.     COMMITMENT

          During October 2003, Cottage Grove, along with its affiliated facility, LSP-Whitewater, Limited Partnership ("Whitewater"), the owner of a similar gas-fired cogeneration facility in Whitewater, Wisconsin, collectively committed to the purchase of approximately $2.4 million of combustion turbine parts in support of scheduled outages and maintenance at both facilities to take place during 2004. Cottage Grove and Whitewater are expected to share equally in the cost of this equipment.

8.     CHANGE IN CONTROL

          On October 17, 2003, Cogentrix Energy, the ultimate parent company of Cottage Grove, and its shareholders executed an agreement with a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("Goldman Sachs") whereby Goldman Sachs will purchase 100% of the common stock of Cogentrix Energy. The transaction is expected to close in early 2004 and is subject to certain conditions and requires certain consents and regulatory approval.

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.

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

       Gross investment in lease represents total capacity payments receivable over the term of the Power Purchase Agreement, net of executory costs, which are considered minimum lease payments in accordance with SFAS No. 13, "Accounting for Leases".

5.     WESTINGHOUSE SETTLEMENT

          During May 2003, the Partnership agreed to return Westinghouse Electric Corporation's ("Westinghouse Electric") $2.0 million letter of credit issued to the Partnership to support Westinghouse Electric's obligations to perform certain maintenance work on behalf of the Partnership. In return, Westinghouse Electric paid the Partnership $0.2 million and agreed to perform certain maintenance tasks through March 2004. This payment was recorded as a gain on sales-type capital lease during the quarter ended September 30, 2003.

6.     BILLING DISPUTE

          Whitewater filed on September 12, 2003 pursuant to Rule 206 of the Federal Energy Regulatory Commission's ("FERC") Rules of Practice and Procedure, a "Complaint Requesting Fast-Track Processing" (the "Complaint") against its gas transporter, Northern Natural Gas Company ("Northern Natural"). This Complaint has been assigned Docket No. RP03-604-000 and can be viewed at the FERC website. Whitewater filed the Complaint as a result of Northern Natural improperly billing approximately $1.0 million in prospective and retroactive surcharges pursuant to a transportation letter agreement between the parties. This value is approximated because it continues to increase every day Northern Natural assesses additional surcharges. Northern Natural filed a formal response to the Complaint on October 15, 2003. Settlement discussions with Northern Natural are ongoing. No amounts have been recorded in the accompanying balance sheets related to this dispute.

          As a result of the settlement discussions with Northern Natural, the Partnership was required to post a surety bond of approximately $1.0 million in support of the facility's contingent obligation in the event of an unfavorable ruling by FERC. The surety bond is partially collateralized by an approximate $0.5 million letter of credit issued against the Partnership's letter of credit facility.

7.     COMMITMENT

          During October 2003, Whitewater, along with an affiliated facility, and LSP-Cottage Grove, L.P. ("Cottage Grove"), the owner of a similar gas-fired cogeneration facility in Cottage Grove, Minnesota, collectively committed to the purchase of approximately $2.4 million of combustion turbine parts in support of scheduled outages and maintenance at both facilities during 2004. Whitewater and Cottage Grove are expected to share equally in the cost of this equipment.

8.     CHANGE IN CONTROL

          On October 17, 2003, Cogentrix Energy, the ultimate parent company of Whitewater, and its shareholders executed an agreement with a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("Goldman Sachs") whereby Goldman Sachs will purchase 100% of the common stock of Cogentrix Energy. The transaction is expected to close in early 2004 and is subject to certain conditions and requires certain consents and regulatory approval.