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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                                   (Mark One)

             [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001
                                       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    Registrant, State of Incorporation,         I.R.S. Employer
   Number            Address, and Telephone Number            Identification No.
---------------    -----------------------------------        ------------------
                        CPL Transition Funding LLC
  333-91273       (a Delaware limited liability company)          74-2935495
                        1616 Woodall Rodgers Freeway
                            Dallas, Texas 75202
                              (214) 777-1338


        Securities registered pursuant to Section 12 (b) of the Act: NONE

        Securities registered pursuant to Section 12 (g) of the Act: NONE

               Documents incorporated by reference: Not Applicable

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  registrants  were
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes [ ] No [X ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

Registrant  is a wholly owned  subsidiary  of Central  Power and Light  Company.
Registrant  meets the conditions  set forth in General  Instruction I (1)(a) and
(b) of Form 10-K and is filing this Annual  Report on Form 10-K with the reduced
disclosure format authorized by General Instruction I.

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<PAGE>

                                TABLE OF CONTENTS
                                                                         Page
PART I

Item 1.  Business
Item 2.  Properties
Item 3.  Legal Proceedings
Item 4.  Submission of Matters to a Vote of Security Holders

PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters
Item 6.  Selected Financial Data
Item 7.  Management's Narrative Analysis of Financial Condition
Item 7A. Qualitative and Quantitative Disclosures About Market Risk
Item 8.  Financial Statements and Supplementary Data
         Balance Sheets
         Statements of Member's Equity
         Notes to Financial Statements
         Independent Auditors' Reports
Item 9.  Changes in and  Disagreements  With  Accountants  on Accounting and
         Financial Disclosure

PART III

Item 10. Directors and Executive Officers of the Registrants
Item 11.  Executive Compensation
Item 12.  Security Ownership of Certain Beneficial Owners and Management
Item 13.  Certain Relationships and Related Transactions

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
          Signatures
          Index to Exhibits


<PAGE>


                           FORWARD LOOKING STATEMENTS

     Some  statements  contained in this Annual  Report on Form 10-K  concerning
expectations,  beliefs, plans, objectives,  goals, strategies,  future events or
performance  and  underlying  assumptions  and  other  statements  which are not
historical  facts are  forward-looking  statements  within  the  meaning  of the
federal securities laws. Although we and Central Power and Light Company ("CPL")
believe that the expectations and the underlying  assumptions reflected in these
statements are  reasonable,  we cannot assure you that these  expectations  will
prove to be correct.  The  forward-looking  statements involve a number of risks
and  uncertainties  and actual  results may differ  materially  from the results
discussed  in the  forward-looking  statements.  The  following  are  among  the
important  factors that could cause actual results to differ materially from the
forward-looking statements:

*  state or federal legislative or regulatory developments,
*  national or regional economic conditions,
*  the  accuracy of the  servicer's  estimates  of market  demand and prices for
   energy,
*  the  accuracy of the  servicer's  estimates  of  industrial,  commercial  and
   residential growth in CPL's service territory, including related estimates of
   conservation and electric usage efficiency,
*  weather  variations and other natural  phenomena  affecting  retail  electric
   customer energy usage,
*  acts of war or terrorism or other catastrophic events,
*  the speed, degree and effect of continued electric industry restructuring,
*  the operating  performance of CPL's  facilities and third-party  suppliers of
   electric energy in CPL's service territory,
*  the accuracy of the  servicer's  estimates of the payment  patterns of retail
   electric  customers,  including the rate of delinquencies and any collections
   curves, and
*  the operational and financial ability of retail electric  providers  ("REPs")
   to bill and collect  transition  charges and make timely  payments of amounts
   billed by the servicer to the REPs for transition charges.

     Any  forward-looking  statements  should  be  considered  in light of these
important factors and in conjunction with the other documents filed by us and by
CPL with the Securities and Exchange Commission.

     New factors that could cause actual results to differ materially from those
described in forward-looking  statements may emerge from time to time. It is not
possible for us or CPL to predict all of these  factors,  or the extent to which
any factor or  combination  of factors may cause  actual  results to differ from
those contained in any forward-looking  statement. Any forward-looking statement
speaks only as of the date on which the statement is made and neither we nor CPL
undertakes any obligation to update the  information  contained in the statement
to reflect subsequent developments or information.


                                     PART I
ITEM 1.  BUSINESS

     CPL  Transition  Funding LLC  ("Transition  Funding") is a special  purpose
Delaware  limited  liability  company located at 1616 Woodall  Rodgers  Freeway,
Dallas,  Texas  75202 and was  formed  solely  to  purchase  and own  transition
property,  a property right  established under Subchapter G of Chapter 39 of the
Texas  Utilities Code and created through a financing order issued by the Public
Utility   Commission   of  Texas   (the   "PUCT").   Transition   Funding  is  a
bankruptcy-remote  financing entity and is a direct wholly-owned special purpose
consolidated  subsidiary of Central Power and Light Company ("CPL"), an electric
utility  providing  retail  service  in  southern  Texas.  CPL  is an  operating
subsidiary of American Electric Power Company, Inc. ("AEP").

     In June 1999,  the State of Texas  enacted the Texas  Electric  Choice Plan
(the "Act") to govern the restructuring of the electric industry in Texas and to
provide  competition for retail electric  service  beginning on January 1, 2002.
Deregulation  of the  Texas  retail  electric  utility  industry  under  the Act
requires  electric  utilities to unbundle  their  generation,  transmission  and
distribution and retail electric  services.  While transmission and distribution
services  will  continue  to be  provided  by  electric  utilities,  the statute
authorizes retail electric providers ("REPs"), certified by the PUCT, to provide
electric energy and related services,  including billing and collecting. The Act
permits  electric  utilities to recover the loss in value of  generation-related
assets caused by the transition from a regulated  environment to competition for
retail  electric  generation  services,  as  determined  by the PUCT.  Under the
portion of the Act  providing  for  securitization,  the PUCT may  authorize  an
electric utility to use securitization  financing to recover  generation-related
regulatory  assets and stranded costs through the issuance by the utility or its
designee of  transition  bonds secured by or payable from  transition  property.
Transition  property is  comprised  of the right to impose,  collect and receive
irrevocable  nonbypassable  transition  charges  payable by CPL's  existing  and
future retail customers in CPL's certificated  service area as it existed on May
1, 1999.  Pursuant to the Act, the PUCT issued a financing order (the "Financing
Order")  on  March  27,  2000  authorizing,  among  other  things,  CPL to cause
Transition  Funding to issue transition  notes in an aggregate  principal amount
not to exceed  $797,334,897,  including  up-front  qualified costs not to exceed
$33,600,408 in the aggregate.

     On February 7, 2002,  Transition Funding issued  $797,334,897 of transition
notes in five  classes  with final legal  maturities  ranging from 5 years to 15
years.  The net proceeds of the issuance were utilized to acquire CPL's property
right in the  transition  property and pay expenses of issuance.  The transition
notes are  collateralized  by the transition  property created under the Act and
the related Financing Order. The transition  property represents the irrevocable
right to impose,  collect and receive transition charges in an amount sufficient
to pay:

*  the  interest,  fees,  expenses,   costs,  charges,  credit  enhancement  and
   premiums, if any, associated with the transition notes, and

*  the aggregate principal amount of the transition notes.

     Transition  charges  will  be  assessed  by  the  servicer  for  Transition
Funding's  benefit as owner of the transition  property.  The servicer  manages,
services and  administers,  and bills and  collects  payments in respect of, the
transition property under the terms of a servicing agreement. Transition charges
generally  will be based on a retail  customer's  actual  usage of  electricity.
However,  transition  charges for demand  customers will be based on the maximum
amount of electricity that such customers are expected to consume based on their
actual consumption  during the prior year.  Transition charges will be collected
by the servicer  indirectly from the REPs that collect  transition  charges from
retail customers as part of its normal collection activities.

     On each payment date,  principal and interest on the transition  notes will
be paid from:

*  Amounts  received  from the  servicer  with  respect  to  transition  charges
   collected during the prior collection period; and

*  Amounts available from trust accounts held by the indenture trustee.

     Transition Funding has no employees.  Under the servicing agreement entered
into by Transition  Funding and CPL concurrently  with the issuance of the first
series of transition  notes,  CPL, as servicer,  will be required to collect the
transition  charges  on  behalf  of  Transition  Funding.  For so long as CPL is
servicer,  Transition  Funding will pay an annual  servicing fee to CPL equal to
0.05% of the aggregate  initial  principal  amount of all outstanding  series of
transition  notes.  The  servicing  fee  will  also  be  recovered  through  the
transition charges.

ITEM 2. PROPERTIES

     Transition Funding does not own any tangible property, other than books and
records.  The primary asset of  Transition  Funding is the  transition  property
described in Item 1. Business.

ITEM 3. LEGAL PROCEEDINGS

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Omitted pursuant to conditions set forth in General  Instruction I(2)(c) of
Form 10-K.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     All outstanding equity interests in Transition Funding are owned by CPL.

ITEM 6. SELECTED FINANCIAL DATA

     Omitted pursuant to conditions set forth in General  Instruction I(2)(a) of
Form 10-K.

ITEM 7.   MANAGEMENT'S NARRATIVE ANALYSIS OF FINANCIAL CONDITION

     The following analysis of Transition Funding's financial condition is in an
abbreviated  format pursuant to General  Instruction  I(2)(a) of Form 10-K. Such
analysis should be read in conjunction  with the financial  statements  attached
hereto.

     Transition  Funding was organized on October 28, 1999 under the laws of the
State of  Delaware  for the sole  purpose of  purchasing  and owning  transition
property to be acquired from CPL.  Transition  Funding had no  operations  until
February  7, 2002,  on which date  Transition  Funding  issued  $797,334,897  of
transition  notes in five  classes  with final legal  maturities  ranging from 5
years to 15 years.  Transition  Funding used the net proceeds of the issuance to
purchase the  transition  property  from CPL and to pay certain costs of issuing
the  transition  notes  (see  Item 1.  Business).  Transition  Funding  will use
collections of the transition  charges to make scheduled  principal and interest
payments on the transition  notes,  to pay certain fees and expenses and to fund
any required credit enhancement for the transition notes.

     As of December 31, 2001, Unamortized Debt Issuance Costs were approximately
$5.4 million. As of February 7, 2002,  Unamortized Debt Issuance Costs increased
as a result of Transition  Funding's  significant costs relating to the issuance
of the transition notes. For additional information, see Note 4 to the Financial
Statements.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     None.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                           CPL TRANSITION FUNDING LLC
                                 BALANCE SHEETS

                                                        December 31,
                                                     2001          2000
                                                     ----          ----
ASSETS:
   Unamortized debt issuance costs                $5,405,749        $3,665,240
        Total assets                              $5,405,749        $3,665,240
                                                  ==========        ==========

LIABILITIES AND MEMBER'S EQUITY:
   Accounts Payable - related party               $5,405,749        $3,665,240
                                                  ----------        ----------
        Total Liabilities                         $5,405,749        $3,665,240
  Member's Equity                                        $ 0        $    0
                                                  ----------        ----------
        Total Liabilities and Member's Equity     $5,405,749        $3,665,240
                                                  ==========        ==========

See Notes to Transition Funding's Financial Statements.



                           CPL TRANSITION FUNDING LLC
                          STATEMENTS OF MEMBER'S EQUITY

Member's equity at October 28, 1999 (date of inception)             $  0
        Initial Capital Contribution                                $ 10
        Receivable from member for capital contribution             $(10)
                                                                    -----
Member's equity at December 31, 1999, 2000 and 2001                 $  0
                                                                    =====

See Notes to Transition Funding's Financial Statements.


                          NOTES TO FINANCIAL STATEMENTS

1. Basis of Presentation

     CPL  Transition  Funding LLC  ("Transition  Funding") is a special  purpose
Delaware limited liability company, whose sole member is Central Power and Light
Company ("CPL"),  and is a direct wholly-owned  consolidated  subsidiary of CPL.
CPL is engaged in the generation, sale, purchase,  transmission and distribution
of electric power in southern Texas. CPL is an operating  subsidiary of American
Electric Power Company, Inc. ("AEP").

     In June 1999,  the State of Texas  enacted the Texas  Electric  Choice Plan
(the "Act") to govern the restructuring of the electric industry in Texas and to
provide  competition for retail electric  service  beginning on January 1, 2002.
Deregulation  of the  Texas  retail  electric  utility  industry  under  the Act
requires  electric  utilities to unbundle  their  generation,  transmission  and
distribution and retail electric  services.  While transmission and distribution
services  will  continue  to be  provided  by  electric  utilities,  the statute
authorizes retail electric providers ("REPs"), certified by the PUCT, to provide
electric energy and related services,  including billing and collecting. The Act
permits  electric  utilities to recover the loss in value of  generation-related
assets caused by the transition from a regulated  environment to competition for
retail  electric  generation  services,  as  determined  by the PUCT.  Under the
portion of the Act  providing  for  securitization,  the PUCT may  authorize  an
electric utility to use securitization  financing to recover  generation-related
regulatory  assets and stranded costs through the issuance by the utility or its
designee of  transition  bonds secured by or payable from  transition  property.
Transition  property is  comprised  of the right to impose,  collect and receive
irrevocable  nonbypassable  transition  charges  payable by CPL's  existing  and
future retail customers in CPL's certificated  service area as it existed on May
1, 1999.  Pursuant to the Act,  the PUCT  issued a financing  order on March 27,
2000 authorizing,  among other things,  CPL to cause Transition Funding to issue
transition notes in an aggregate  principal  amount not to exceed  $797,334,897,
including  up-front  qualified costs not to exceed $33,600,408 in the aggregate.
For additional information, see Note 4.

     Transition Funding was organized on October 28, 1999, under the laws of the
State of Delaware  for the sole  purpose of  acquiring  and  holding  transition
property acquired from CPL. In connection with the acquisition of the transition
property, Transition Funding agreed to (a) issue and register one or more series
of transition  notes;  (b) pledge its interests in the  transition  property and
other  transition note collateral to secure the transition  notes; (c) make debt
service payments on the transition  notes; and (d) perform other activities that
are necessary, suitable or convenient to accomplish these purposes. The purchase
price of such  transition  property was paid from the proceeds of the transition
notes issued by Transition Funding secured by the transition  property and other
collateral.

     Transition  Funding was organized with the sole purpose of limited business
activities  as are  necessary  or  reasonably  related  to the  issuance  of the
transition notes.  Transition  Funding is structured and is operated in a manner
such that even in the event of bankruptcy proceedings against CPL, the assets of
Transition Funding will not be consolidated into the bankruptcy estate of CPL.

     The assets of Transition Funding consist of the transition property and the
other collateral,  including  capital  transferred by CPL which is sufficient to
meet certain  requirements of the indenture between  Transition  Funding and the
indenture trustee.

2. Summary of Significant Accounting Policies

               Deferred Costs

     The  issuance  expenses in  connection  with the  transition  notes will be
deferred and will be amortized over the life of the transition notes.

               Income Taxes

     As a special purpose limited liability company,  CPL intends for Transition
Funding and CPL to be treated as a single  entity for tax  purposes.  Income and
losses are passed  through to CPL and,  accordingly,  there is no provision  for
income or franchise taxes in Transition Funding's financial statements. Both CPL
and  Transition  Funding  will treat the  transfer  of  transition  property  to
Transition Funding as a non-taxable sale under applicable law.

               Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally  accepted  in the  United  States of America  requires  in
certain  instances the use of estimates and assumptions that affect the reported
amounts  of assets  and  liabilities  along with the  disclosure  of  contingent
liabilities at the date of the financial statements. Actual results could differ
from those estimates.

               Regulation

     The application of accounting  principles  generally accepted in the United
States of America  by  Transition  Funding  differs  in  certain  respects  from
applications  by  non-regulated  businesses.  Transition  Funding  prepares  its
financial statements in accordance with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types
of Regulation"  (SFAS 71). In general,  SFAS 71 recognizes  that  accounting for
rate-regulated enterprises should reflect the economic effects of regulation. As
a result,  a regulated  entity is required to defer the  recognition of costs (a
regulatory asset) or the recognition of obligations (a regulatory  liability) if
it  is  probable  that,  through  the  rate-making  process,  there  will  be  a
corresponding  increase  or decrease in future  rates.  Accordingly,  Transition
Funding will record the transition property as an intangible asset acquired from
CPL, which will be amortized over the life of the transition notes.

3. Significant Agreements and Related Party Transactions

     Notwithstanding   the  non-recourse   nature  of  the   transactions,   CPL
(individually,  as servicer or  otherwise)  was required  under the  transaction
documents (i) to make certain  representations  and warranties  with respect to,
among other  things,  the validity of Transition  Funding's  and its  assignees'
title to the transition property;  and (ii) to observe certain covenants for the
benefit  of  Transition  Funding  and its  assignees.  CPL is also  required  to
indemnify  Transition  Funding  against  breaches  of such  representations  and
warranties  and CPL's  failure  to perform  its  covenants  and to protect  such
parties against certain other losses,  which result from actions or inactions of
CPL.

     CPL is the initial  servicer for Transition  Funding under the  transaction
documents. The transaction documents contain provisions allowing the servicer to
be replaced under limited  circumstances.  The servicer will be paid a servicing
fee in consideration for billing and collection of transition  charges on behalf
of  Transition  Funding,  calculating  the true-up  adjustments  and  performing
related services.

4. Subsequent Events

     On February 7, 2002,  Transition Funding issued  $797,334,897 of transition
notes in five  classes  with final legal  maturities  ranging from 5 years to 15
years.  The  significant  terms of the  transition  notes  issued by  Transition
Funding in February 2002 are as follows:


         Initial Principal  Interest    Proceeds   Scheduled Final     Final
              Balance         Rate      To Issuer   Payment Date   Maturity Date
         -----------------  --------    ---------   -------------- -------------

Class A-1   $128,950,233     3.54%    $128,461,963     1/15/05       1/15/07
Class A-2   $154,506,810     5.01%    $153,739,267     1/15/08       1/15/10
Class A-3   $107,094,258     5.56%    $106,470,016     1/15/10       1/15/12
Class A-4   $214,926,738     5.96%    $213,606,937     7/15/13       7/15/15
Class A-5   $191,856,858     6.25%    $190,463,517     1/15/16       1/15/17
            -----------               ------------
    Total   $797,334,897              $792,741,700


     The annual maturities of the transition notes are as follows:

2002                  None
2003          $ 51,012,778
2004          $ 48,551,004
2005          $ 49,979,433
2006          $ 52,264,786
Thereafter    $595,526,896

     Accordingly,  on  February  8,  2002,  CPL as  servicer  of the  transition
property  implemented a nonbypassable  transition charge on behalf of Transition
Funding.

     All transition note issuance costs incurred  through December 31, 2001 were
paid by CPL and were  reimbursed  by  Transition  Funding  upon  issuance of the
transition notes in 2002.

                          INDEPENDENT AUDITORS' REPORT

CPL Transition Funding LLC:

     We have audited the accompanying  balance sheets of CPL Transition  Funding
LLC (the  "Company"),  a  wholly-owned  subsidiary  of  Central  Power and Light
Company,  as of  December  31,  2001 and 2000,  and the  related  statements  of
member's  equity for the years ended  December  31, 2001 and 2000 and the period
from October 28, 1999 (date of inception) to December 31, 1999.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

     We  have  conducted  our  audits  in  accordance  with  auditing  standards
generally accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
balance sheets are free of material  misstatement.  An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion,  such financial  statements present fairly, in all material
respects,  the  financial  position of the  Company as of December  31, 2001 and
2000,  and the results of its member's  equity for the years ended  December 31,
2001 and 2000 and the  period  from  October  28,  1999 (date of  inception)  to
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States of America.

Deloitte & Touche LLP
Columbus, Ohio
March 8, 2002

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     None.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

     Omitted pursuant to conditions set forth in General  Instruction I(2)(c) of
Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

     Omitted pursuant to conditions set forth in General  Instruction I(2)(c) of
Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Omitted pursuant to conditions set forth in General  Instruction I(2)(c) of
Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Omitted pursuant to conditions set forth in General  Instruction I(2)(c) of
Form 10-K.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A) The following documents are filed as a part of this report:

     a.   CPL Transition  Funding LLC Balance Sheets as of December 31, 2001 and
          2000 on page 6 hereof.

     b.   CPL Transition Funding LLC Statements of Member's Equity for the years
          ended  December 31, 2001 and 2000 and the period from October 28, 1999
          (date of inception) to December 31, 1999 on page 7 hereof.

(B) No reports on Form 8-K were filed by Transition  Funding  during the quarter
ended December 31, 2001.



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                      CPL TRANSITION FUNDING LLC


                                      BY:
                                         --------------------------
                                         (Wendy G. Hargus, Manager)


Date: March 26, 2002

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

       Signature                        Title                Date

                                       Manager          March 26, 2002
----------------------------
      (A. A. PENA)


                                       Manager          March 26, 2002
----------------------------
  (GEOFFREY S. CHATAS)


                                       Manager          March 26, 2002
----------------------------
    (MARK A. FERRUCI)


                                       Manager          March 26, 2002
----------------------------
   (WENDY G. HARGUS)


                                       Manager          March 26, 2002
----------------------------
   (KIM E. LUTTHANS)

<PAGE>



                                INDEX TO EXHIBITS

     Certain of the following  exhibits,  designated  with an  asterisk(*),  are
filed  herewith.  The exhibits not so designated have heretofore been filed with
the Securities and Exchange Commission and, pursuant to 17 C.F.R.  229.10(d) and
240.12b-32,  are incorporated  herein by reference to the documents indicated in
brackets following the description of such exhibits.

Exhibit
Number                       Document Description

3(a) Copy  of   Certificate   of  Formation  of  CPL   Transition   Funding  LLC
     [Registration Statement No. 333-91273, Exhibit 3.2].

3(b) Copy of Amended and Restated  Limited  Liability  Company  Agreement of CPL
     Transition Funding LLC [Current Report on Form 8-K, dated February 7, 2002,
     File No. 333-91273, Exhibit 3.1].

4(a) Copy of  Indenture,  dated as of February 7, 2002,  between CPL  Transition
     Funding LLC and U. S. Bank National Association, as Trustee [Current Report
     on Form 8-K, dated February 7, 2002, File No. 333-91273, Exhibit 4.1].

*4(b)Issuance Certificate,  dated as of February 7, 2002, executed and delivered
     by  CPL  Transition   Funding  LLC  to  U.S.  Bank  National   Association,
     establishing certain terms of the Transition Notes, Series 2002-1

10(a)Copy of  Transition  Property  Purchase  and  Sale  Agreement,  dated as of
     February 7, 2002,  between  CPL  Transition  Funding  LLC and CPL  [Current
     Report on Form 8-K, dated  February 7, 2002,  File No.  333-91273,  Exhibit
     10.1].

10(b)Copy of Transition  Property Servicing  Agreement,  dated as of February 7,
     2002,  between CPL Transition  Funding LLC and CPL [Current  Report on Form
     8-K, dated February 7, 2002, File No. 333-91273, Exhibit 10.2].