SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                             FORM 10-Q

         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
               OF THE SECURITIES EXCHANGE ACT OF 1934

           For the Quarterly Period Ended March 31, 1997
                  Commission File Number 33-95928
                                  
                    LS Power Funding Corporation      
       (Exact name of registrant as specified in its charter)


Delaware                                                         81-0502366

(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification No.)

      402 East Main Street, Bozeman, MT  59715, (406) 587-7397
(Address, including zip code, and telephone number, including area code, of 
 registrant's principal executive offices)
                                            

                         LSP-Cottage Grove, L.P.
                   LSP-Whitewater Limited Partnership      
        (Exact name of registrant as specified in its charter)

Delaware                                                         81-0493289
Delaware                                                         81-0493287

(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                     Identification Numbers)

         402 East Main Street, Bozeman, MT  59715, (406) 587-6325
         402 East Main Street, Bozeman, MT  59715, (406) 587-6122
(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  X     No      



                                    1
<PAGE>
                    LS Power Funding Corporation
                       LSP-Cottage Grove, L.P.
                  LSP-Whitewater Limited Partnership

                           Form 10-Q Index

                                                                   Page
                              PART I

   Item 1.  Financial Statements                                     3
   Item 2.  Management's Discussion and Analysis of 
             Financial Condition and Results of Operations           3

                             PART II

   Item 1.  Legal Proceedings                                        3
   Item 2.  Changes in Securities                                    3
   Item 3.  Defaults Upon Senior Securities                          4
   Item 4.  Submission of Matters to a Vote of Security Holders      4
   Item 5.  Other Information                                        4
   Item 6.  Exhibits and Reports on Form 8-K                         4

            Signatures                                               5

            Financial Statement Index                              F-1

            Exhibits Index                                        EI-1



                                    2
<PAGE>
PART I/ITEM 1.  FINANCIAL STATEMENTS

   See financial statements commencing at F-1.  These unaudited financial 
statements have been prepared pursuant to the rules and regulations of the 
Securities and Exchange Commission (the "Commission").  Certain information
and footnote disclosures normally included in financial statements prepared in 
accordance with generally accepted accounting principles have been condensed 
or omitted.  While LS Power Funding Corporation ("Funding"), LSP-Cottage 
Grove, L.P. ("Cottage Grove") and LSP-Whitewater Limited Partnership 
("Whitewater" and, together with Cottage Grove, the "Partnerships") believe 
that the disclosures made are adequate to make the information presented
not misleading, these 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, 1996, filed by Funding, Cottage Grove and 
Whitewater.


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

General

   Since their formation in 1993, the Partnerships have been developing and 
constructing their respective power plants and have generated no operating 
revenues or expenses. 

Cottage Grove

   For the three months ended March 31, 1997, Cottage Grove capitalized 
construction costs totaling approximately $11,178,000.  At March 31, 1997, 
Cottage Grove's investments held by trustee totaled $26,528,420, of which 
$6,043,000 was held in a fund reserved for debt service, and $8,934,531 was 
held in a contingency fund to pay for project cost overruns.  Cottage Grove 
transferred $250,000 from the contingency fund during the first quarter of 
1997 to fund estimated increases to budgeted construction costs.

   On April 25, 1997, Cottage Grove received an equity contribution of 
$18,167,000 from TPC Cottage Grove, Inc.  The funds were deposited with 
Cottage Grove's trustee and were available upon deposit for payment of Cottage
Grove project costs.

Whitewater

   For the three months ended March 31, 1997, Whitewater capitalized 
construction costs totaling approximately $10,817,000.  At March 31, 1997, 
Whitewater's investments held by trustee totaled $25,640,373, of which
$6,900,000 was held in a fund reserved for debt service, and $9,976,456 was 
held in a contingency fund to pay for project cost overruns.  Whitewater 
transferred $250,000 from the contingency fund during the first quarter of 
1997 to fund estimated increases to budgeted construction costs.

   On April 25, 1997, Whitewater received an equity contribution of 
$20,556,000 from TPC Whitewater, Inc.  The funds were deposited with 
Whitewater's trustee and were available upon deposit for payment of Whitewater
project costs.


PART II/ITEM 1.  LEGAL PROCEEDINGS 

   During the first quarter of 1997, Funding, Cottage Grove and Whitewater 
have not been parties to any material legal proceedings.


PART II/ITEM 2.  CHANGES IN SECURITIES

   None.



                                    3
<PAGE>
PART II/ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

   None.


PART II/ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   None.


PART II/ITEM 5.  OTHER INFORMATION

   None.


PART II/ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

   See the Exhibits Index at EI-1.

(b) Reports on Form 8-K

   No reports on Form 8-K have been filed during the last quarter of the 
period covered by this report.



                                    4
<PAGE>
SIGNATURES:  Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its behalf 
of the undersigned thereunto duly authorized.

LS POWER FUNDING CORPORATION

   
By:   /s/ Michael S. Liebelson                     
Name:  Michael S. Liebelson
Title:  Managing Director and Treasurer
Date:  May 12, 1997


LSP-COTTAGE GROVE, L.P.

By:  LSP-Cottage Grove, Inc.
Its: General Partner
     
By:   /s/ Michael S. Liebelson                         
Name:  Michael S. Liebelson
Title:  Managing Director and Treasurer
Date:  May 12, 1997


LSP-WHITEWATER LIMITED PARTNERSHIP

By:  LSP-Whitewater I, Inc.
Its: General Partner
     
By:   /s/ Michael S. Liebelson                         
Name:  Michael S. Liebelson
Title:  Managing Director and Treasurer
Date:  May 12, 1997



                                    5
<PAGE>
                    LS Power Funding Corporation
                       LSP-Cottage Grove, L.P.
                  LSP-Whitewater Limited Partnership

                      Financial Statement Index
                                                                     Page
LS POWER FUNDING CORPORATION
   Balance sheets as of March 31, 1997 and December 31, 1996 . . . . .F-2
   Statements of operations for the three months ended
     March 31, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . .F-3
   Statements of cash flows for the three months ended
     March 31, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . .F-4
   Notes to financial statements . . . . . . . . . . . . . . . . . . .F-5
 
LSP-COTTAGE GROVE, L.P.
   Balance sheets as of March 31, 1997 and December 31, 1996 . . . . .F-6
   Statements of cash flows for the three months ended 
     March 31, 1997 and 1996, and the period from Inception 
     (December 14, 1993) to March 31, 1997 . . . . . . . . . . . . . .F-7
   Notes to financial statements . . . . . . . . . . . . . . . . . . .F-8

LSP-WHITEWATER LIMITED PARTNERSHIP
   Balance sheets as of March 31, 1997 and December 31, 1996 . . . . .F-9
   Statements of cash flows for the nine months ended 
     March 31, 1997 and 1996, and the period from Inception 
     (December 14, 1993) to March 31, 1997 . . . . . . . . . . . . . F-10
   Notes to financial statements . . . . . . . . . . . . . . . . . . F-11



                                   F-1
<PAGE>
                      LS POWER FUNDING CORPORATION

                              BALANCE SHEETS


                                                    March 31,    December 31,
                                                      1997           1996       
                                  ASSETS
CURRENT ASSETS:
 Cash                                            $      1,000    $      1,000
 Accrued interest receivable 
  on First Mortgage Bonds                           6,471,549             ---
   Total Current Assets                             6,472,549           1,000

INVESTMENT IN FIRST MORTGAGE BONDS                332,000,000     332,000,000

   Total Assets                                  $338,472,549    $332,001,000


                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITY - Interest payable on 
 Senior Secured Bonds                            $  6,471,549    $        ---

SENIOR SECURED BONDS PAYABLE                      332,000,000     332,000,000

   Total Liabilities                              338,471,549     332,000,000

CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Common stock, $.01 par value, 1,000 shares 
  authorized, 100 shares issued and outstanding             1               1
 Additional paid-in capital                               999             999

   Total Stockholders' Equity                           1,000           1,000


   Total Liabilities and Stockholders' Equity    $338,472,549    $332,001,000


             See accompanying notes to financial statements.



                                   F-2
<PAGE>
                       LS POWER FUNDING CORPORATION

                          STATEMENTS OF OPERATIONS


                                                  Three Months Ended March 31,
                                                       1997           1996

Interest Income                                    $6,471,549      $6,471,549

Interest Expense                                    6,471,549       6,471,549

Net Income (Loss)                                  $      ---      $      ---


             See accompanying notes to financial statements.



                                   F-3
<PAGE>
                       LS POWER FUNDING CORPORATION

                          STATEMENTS OF CASH FLOWS


                                                  Three Months Ended March 31,
                                                       1997           1996


Cash Flows From Operating Activities                  $  ---         $  --- 

Cash Flows From Investing Activities                     ---            --- 

Cash Flows From Financing Activities                     ---            --- 

Increase (decrease) in cash                              ---            --- 

Cash at beginning of period                            1,000          1,000 
Cash at end of period                                 $1,000         $1,000 


             See accompanying notes to financial statements.



                                   F-4
<PAGE>
                       LS POWER FUNDING CORPORATION
                        NOTES TO FINANCIAL STATEMENTS


1.  FINANCIAL STATEMENTS

  The balance sheet as of March 31, 1997, and the statements of operations and 
cash flows for the three months ended March 31, 1997 and 1996 have been 
prepared by LS Power Funding Corporation ("Funding"), without audit.  In the 
opinion of management, these financial statements include all adjustments 
(consisting of normal recurring adjustments) necessary to present fairly its 
financial position as of March 31, 1997, and the results of its operations and 
its cash flows for the three months ended March 31, 1997 and 1996.

  The unaudited financial statements included herein have been prepared 
pursuant to the rules and regulations of the Securities and Exchange 
Commission.  Certain information and footnote disclosures normally included in 
financial statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted.  While Funding believes that the 
disclosures made are adequate to make the information presented not misleading,
these 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 year ended December 31, 1996.


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 (the "Cottage Grove Project") and the other located in Whitewater, 
Wisconsin (the "Whitewater Project").  LSP-Cottage Grove, L.P.
("Cottage Grove") and LSP-Whitewater Limited Partnership ("Whitewater") are 
Delaware limited partnerships established to develop, finance, construct, own, 
operate and manage 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 and activities necessary pursuant to the offering 
of debt securities and its acquisition of debt securities issued by Cottage 
Grove and Whitewater.



                                   F-5
<PAGE>
                          LSP-COTTAGE GROVE, L.P.
         (a Delaware Limited Partnership in the Development Stage)

                              BALANCE SHEETS

                                                      March 31,  December 31,
                                                        1997         1996       
                                  ASSETS

CURRENT ASSETS - Cash                              $    106,048  $    103,224

INVESTMENTS HELD BY TRUSTEE, stated at
 cost which approximates market value                26,528,420    28,108,244

PLANT, PROPERTY AND EQUIPMENT                       136,774,918   125,596,814

DEBT ISSUANCE AND FINANCING COSTS                     6,710,878     6,773,753

OTHER ASSETS                                                500           500

   Total Assets                                    $170,120,764  $160,582,535


                     LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
 Accounts payable                                  $ 12,098,407  $  5,581,535
 Interest payable on First Mortgage Bonds             3,021,357           ---
   Total Current Liabilities                         15,119,764     5,581,535

FIRST MORTGAGE BONDS PAYABLE                        155,000,000   155,000,000

   Total Liabilities                                170,119,764   160,581,535

PARTNERS' CAPITAL                                         1,000         1,000

   Total Liabilities and Partners' Capital         $170,120,764  $160,582,535


              See accompanying notes to financial statements.


                                   F-6
<PAGE>
                          LSP-COTTAGE GROVE, L.P.
         (a Delaware Limited Partnership in the Development Stage)

                          STATEMENTS OF CASH FLOWS

                                                                  December 14,
                                                               1993 (inception)
                                   Three Months Ended March 31,   to March 31,
                                        1997          1996            1997
Cash Flows From Investing 
 Activities:
  Acquisition of land and 
   improvements                     $        ---  $        ---  $     (97,590)
  Payments on construction 
   in progress                        (1,935,995)  (14,768,841)  (129,382,119)
  Investments held by trustee                ---           ---   (155,000,000)
  Investments drawn 
   for construction                    1,938,819     4,963,241    136,707,396 
  Investment in LS Power 
   Funding Corporation                       ---           ---           (500)
Cash provided by (used in) 
 investing activities                      2,824       194,400   (147,772,813)

Cash Flows From Financing 
 Activities:
  Debt issuance and 
   financing costs                           ---      (153,348)    (7,122,139)
  Proceeds from First 
   Mortgage Bonds                            ---           ---    155,000,000 
  Capital contributions                      ---           ---          1,000 
Cash provided by (used in) 
 financing activities                        ---      (153,348)   147,878,861 

Increase in cash                           2,824        41,052        106,048 

Cash, beginning of period                103,224        55,030            --- 
Cash, end of period                 $    106,048  $     96,082  $     106,048 


RECONCILIATION OF CHANGES IN
 CONSTRUCTION IN PROGRESS
  Increase in total 
   construction in progress         $(11,178,104) $(15,478,541) $(136,677,328)
  Amortization of debt issuance 
   and financing costs                    62,875        60,327        411,261 
  Interest income on investments 
   held by trustee                      (358,995)   (1,435,626)    (8,235,816)
  Decrease in other current assets           ---        12,926            --- 
  Increase (decrease) in 
   accounts payable                    6,516,872      (949,283)    12,098,407 
  Increase in accrued 
   interest payable                    3,021,357     3,021,356      3,021,357 
Payments on construction 
 in progress                        $ (1,935,995) $(14,768,841) $(129,382,119)


              See accompanying notes to financial statements.



                                   F-7
<PAGE>
                          LSP-COTTAGE GROVE, L.P.
         (a Delaware Limited Partnership in the Development Stage)

                       NOTES TO FINANCIAL STATEMENTS


1.  FINANCIAL STATEMENTS

  The balance sheet as of March 31, 1997, and the statements of cash flows for 
the periods ended March 31, 1997 and 1996 have been prepared by LSP-Cottage 
Grove, L.P. (the "Partnership"), without audit.  In the opinion of management, 
these financial statements include all adjustments (consisting of normal 
recurring adjustments) necessary to present fairly its financial position as 
of March 31, 1997, and its cash flows for the periods ended March 31, 1997 and 
1996.

  The unaudited financial statements included herein have been prepared 
pursuant to the rules and regulations of the Securities and Exchange 
Commission.  Certain information and footnote disclosures normally included 
in financial statements prepared in accordance with generally accepted 
accounting principles have been condensed or omitted.  While the Partnership 
believes that the disclosures made are adequate to make the information 
presented not misleading, these 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 year ended 
December 31, 1996.


2.  ORGANIZATION

  The Partnership is a Delaware limited partnership that was formed on 
December 14, 1993 to develop, finance, construct, own and operate a gas-fired 
cogeneration facility with a design capacity of approximately 245 megawatts to 
be located in Cottage Grove, Minnesota (the "Cottage Grove Project").  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 Delaware corporation to issue debt securities in connection with 
financing construction of the Cottage Grove Project and a similar gas-fired 
cogeneration facility to be located in Whitewater, Wisconsin (the "Whitewater 
Project").  On June 30, 1995, a portion of the proceeds from the offering and 
sale of the debt securities issued by Funding was used to purchase 
$155 million of debt securities issued simultaneously by the Partnership.




                                   F-8
<PAGE>
                    LSP-WHITEWATER LIMITED PARTNERSHIP
         (a Delaware Limited Partnership in the Development Stage)

                               BALANCE SHEETS

                                                      March 31,   December 31,
                                                        1997          1996
                                  ASSETS

CURRENT ASSETS:
 Cash                                              $    289,846  $    101,114
 Other current assets                                       575           575
     Total Current Assets                               290,421       101,689

INVESTMENTS HELD BY TRUSTEE, stated at
 cost which approximates market value                25,640,373    34,414,528

PLANT, PROPERTY AND EQUIPMENT                       160,049,433   149,232,431

DEBT ISSUANCE AND FINANCING COSTS                     6,804,550     6,868,561

OTHER ASSETS                                                500           500

   Total Assets                                    $192,785,277  $190,617,709


                     LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
 Accounts payable                                  $ 12,334,085  $ 13,616,709
 Interest payable on First Mortgage Bonds             3,450,192           ---
   Total Current Liabilities                         15,784,277    13,619,709

FIRST MORTGAGE BONDS PAYABLE                        177,000,000   177,000,000

   Total Liabilities                                192,784,277   190,616,709

CONTINGENCIES

PARTNERS' CAPITAL                                         1,000         1,000

   Total Liabilities and Partners' Capital         $192,785,277  $190,617,709


              See accompanying notes to financial statements.



                                   F-9
<PAGE>
                    LSP-WHITEWATER LIMITED PARTNERSHIP
         (a Delaware Limited Partnership in the Development Stage)

                          STATEMENTS OF CASH FLOWS

                                                                  December 14,
                                                               1993 (inception)
                                   Three Months Ended March 31,   to March 31,
                                        1997          1996            1997
Cash Flows From Investing 
 Activities:
  Acquisition of land 
   and improvements                 $        ---  $   (145,765) $  (3,538,281)
  Payments on construction 
   in progress                        (8,970,189)  (15,826,498)  (149,700,928)
  Investments held by trustee                ---           ---   (177,000,000)
  Investments drawn for 
   construction                        9,158,921    16,140,034    160,751,995 
  Investment in LS Power 
   Funding Corporation                       ---           ---           (500)
Cash provided by (used in) 
 investing activities                    188,732       167,771   (169,487,714)

Cash Flows From Financing 
 Activities:
  Debt issuance and 
   financing costs                           ---      (153,348)    (7,223,440)
  Proceeds from First 
   Mortgage Bonds                            ---           ---    177,000,000 
  Capital contributions                      ---           ---          1,000 
Cash provided by (used in) 
 financing activities                        ---      (153,348)   169,777,560 

Increase in cash                         188,732        14,423        289,846 

Cash, beginning of period                101,114        71,441            --- 
Cash, end of period                 $    289,846  $     85,864  $     289,846 


RECONCILIATION OF CHANGES IN
 CONSTRUCTION IN PROGRESS
  Increase in total 
   construction in progress         $(10,817,002) $(16,738,024) $(156,511,152)
  Amortization of debt 
   issuance and financing costs           64,011        61,433        418,890 
  Interest income on 
   investments held by trustee          (384,766)   (1,635,639)    (9,392,368)
  Increase in other current assets           ---           ---           (575)
  Increase (decrease) in 
   accounts payable                   (1,282,624)     (964,460)    12,334,085 
  Increase in accrued 
   interest payable                    3,450,192     3,450,192      3,450,192 
Payments on construction 
 in progress                        $ (8,970,189) $(15,826,498) $(149,700,928)


              See accompanying notes to financial statements.


                                   F-10
<PAGE>
                    LSP-WHITEWATER LIMITED PARTNERSHIP
         (a Delaware Limited Partnership in the Development Stage)

                       NOTES TO FINANCIAL STATEMENTS


1.  FINANCIAL STATEMENTS

  The balance sheet as of March 31, 1997, and the statements of cash flows for 
the periods ended March 31, 1997 and 1996 have been prepared by LSP-Whitewater 
Limited Partnership (the "Partnership"), without audit.  In the opinion of 
management, these financial statements include all adjustments (consisting of 
normal recurring adjustments) necessary to present fairly its financial 
position as of March 31, 1997, and its cash flows for the periods ended 
March 31, 1997 and 1996.

  The unaudited financial statements included herein have been prepared 
pursuant to the rules and regulations of the Securities and Exchange 
Commission.  Certain information and footnote disclosures normally included in 
financial statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted.  While the Partnership believes that
the disclosures made are adequate to make the information presented not 
misleading, these 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 year ended December 31, 1996.


2.  ORGANIZATION

  The Partnership is a Delaware limited partnership that was formed on 
December 14, 1993 to develop, finance, construct, own and operate a gas-fired 
cogeneration facility with a design capacity of approximately 245 megawatts to 
be located in Whitewater, Wisconsin (the "Whitewater Project").  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 Delaware corporation to issue debt securities in connection with 
financing construction of the Whitewater Project and a similar gas-fired 
cogeneration facility to be located in Cottage Grove, Minnesota (the "Cottage 
Grove Project").  On June 30, 1995, a portion of the proceeds from the 
offering and sale of the debt securities issued by Funding was used to 
purchase $177 million of debt securities issued simultaneously by the 
Partnership.



                                   F-11
<PAGE>
                      LS Power Funding Corporation
                         LSP-Cottage Grove, L.P.
                   LSP-Whitewater Limited Partnership

                             Exhibits Index


Exhibit No.                Description

3.1.      Certificate of Incorporation of LS Power Funding Corporation.*

3.2.      Bylaws of LS Power Funding Corporation.*

3.3.      Certificated of Limited Partnership of LSP-Cottage Grove, L.P.*

3.4.      Amended and Restated Partnership Agreement dated as of June 30, 
          1995 among LSP-Cottage Grove, Inc., Granite Power Partners, L.P. 
          and TPC Cottage Grove, Inc.*

3.4.1     Amendment #1 to Cottage Grove Partnership Agreement.****

3.5.      Certificate of Limited Partnership of LSP-Whitewater Limited 
          Partnership.*

3.6.      Amended and Restated Partnership Agreement dated as of June 30, 1995
          among LSP-Whitewater I, Inc., Granite Power Partners, L.P. and TPC
          Whitewater, Inc.*

4.1.      Trust Indenture dated as of May 1, 1995 by and among LS Power 
          Funding Corporation and IBJ Schroder Bank & Trust Company, as 
          Trustee, with respect to the Senior Secured Bonds (as supplemented by
          the First Supplemental Indenture dated as of May 1, 1995 by and among
          LS Power Funding Corporation and IBJ Schroder Bank & Trust 
          Company, as Trustee).*

4.2.      Trust Indenture dated as of May 1, 1995 by and among LSP-Cottage 
          Grove, L.P. and IBJ Schroder Bank & Trust Company, as Trustee, with 
          respect to the Cottage Grove First Mortgage Bonds (as supplemented by
          the First Supplemental Indenture dated as of May 1, 1995 by and among
          LSP-Cottage Grove, L.P. and IBJ Schroder Bank & Trust Company, as 
          Trustee).*

4.3.      Trust Indenture dated as of May 1, 1995 by and among LSP-Whitewater
          Limited Partnership and IBJ Schroder Bank & Trust Company, as 
          Trustee, with respect to the Whitewater First Mortgage Bonds (as 
          supplemented by the First Supplemental Indenture dated as of May 1, 
          1995 by and among LSP-Whitewater Limited Partnership and IBJ 
          Schroder Bank & Trust Company, as Trustee).*

4.4.      Registration Rights Agreement dated as of June 30, 1995 by and among
          Chase Securities, Inc., Morgan Stanley & Co.  Incorporated, LS Power
          Funding Corporation, LSP-Cottage Grove, L.P. and LSP-Whitewater 
          Limited Partnership.*

4.5.      Form of Senior Secured Bond (included in Exhibit 4.1).*

4.6.      Form of Cottage Grove First Mortgage Bond (included in Exhibit 4.2).*

4.7.      Form of Whitewater First Mortgage Bond (included in Exhibit 4.3).*


                                  EI-1
<PAGE>
Exhibit No.         Description
LS Power Funding Corporation Agreements

10.20.    Agency Agreement dated May 1, 1995 between LS Power Funding
          Corporation and LSP-Cottage Grove, L.P.*

10.21.    Agency Agreement dated May 1, 1995 between LS Power Funding
          Corporation and LSP-Whitewater Limited Partnership.*

10.22.    Security Agreement (related to Cottage Grove) dated as of May 1, 
          1995 between LS Power Funding Corporation and IBJ Schroder Bank 
          & Trust Company, as Trustee.*

10.23.    Security Agreement (related to Whitewater) dated as of May 1, 1995 
          between LS Power Funding Corporation and IBJ Schroder Bank & 
          Trust Company, as Trustee.*

LSP-Cottage Grove, L.P. Agreements

10.24.    Equity Contribution Agreement dated June 30, 1995 among 
          LSP-Cottage Grove, L.P., TPC Cottage Grove, Inc.  and The Chase 
          Manhattan Bank (National Association), as depositary agent.*

10.25.    Collateral Agency and Intercreditor Agreement dated as of May 1, 
          1995 among LSP-Cottage Grove, L.P., the L/C Facility Agent (as
          defined therein), the Working Capital Agent (as defined therein), 
          each Permitted Counterparty under any Interest Rate Protection 
          Agreement (as defined therein), each Additional Permitted Debt Agent 
          (as defined therein), IBJ Schroder Bank & Trust Company, as trustee,
          the Other Representatives (as defined therein) and The Chase 
          Manhattan Bank (National Association), as depositary agent, and as 
          collateral agent.*

10.26.    Deposit and Disbursement Agreement dated as of May 1, 1995 among 
          LSP-Cottage Grove, L.P. and The Chase Manhattan Bank (National 
          Association), as collateral agent, and as depositary agent.*

10.27.    Credit Agreement dated as of May 1, 1995 among LSP-Cottage Grove, 
          L.P., the lenders party thereto and The Chase Manhattan Bank 
          (National Association), as agent.*

10.27.1   Instrument of Assignment, Resignation, Appointment, Acceptance and
          Designation dated as of December 31, 1995 among The Chase 
          Manhattan Bank (National Association), Dresdner Bank AG, New 
          York and Grand Cayman Branches, and LSP-Cottage Grove, L.P.***

10.27.2   Amendment No. 1 to Credit Agreement dated as of December 31, 
          1995 among LSP-Cottage Grove, L.P. and Dresdner Bank AG, New 
          York Branch, as agent.***

10.28.    Assignment and Security Agreement dated as of May 1, 1995 between 
          LSP-Cottage Grove, L.P. and The Chase Manhattan Bank (National 
          Association), as collateral agent.*

10.29.    Pledge Agreement dated as of May 1, 1995 between LSP-Cottage       
          Grove, L.P. and IBJ Schroder Bank & Trust Company, as trustee.*


                                  EI-2
<PAGE>
Exhibit No.         Description

10.30.    Mortgage, Assignment of Rents, Security
          Agreement and Fixture Filing dated as of May 1, 1995 between
          LSP-Cottage Grove, L.P. and The Chase Manhattan Bank (National 
          Association), as collateral agent, for the benefit of IBJ Schroder
          Bank & Trust Company, as trustee.*

10.31.    Mortgage, Assignment of Rents, Security Agreement and Fixture 
          Filing dated as of May 1, 1995 between LSP-Cottage Grove,
          L.P. and The Chase Manhattan Bank (National Association), as
          collateral agent, for the benefit of The Chase Manhattan Bank 
          (National Association), as agent under the Credit Agreement.*

10.32.    Subordinated Mortgage, Assignment of Rents, Security            
          Assignment and Fixture Filing dated as of May 1, 1995 by            
          LSP-Cottage Grove, L.P., as mortgagor, and Northern States            
          Power Company, as mortgagee.*

10.33.    Subordinated Assignment and Security Agreement dated as of      
          May 1, 1995 between LSP-Cottage Grove, L.P. and Northern
          States Power Company.*

10.34.    Power Purchase Agreement dated as of May 9, 1994 between       
          Northern States Power Company and LSP-Cottage Grove, L.P.*

10.35.    Letter Agreement dated December 16, 1994 between Northern      
          States Power Company and LSP-Cottage Grove, L.P.*

10.36.    Letter Agreement dated June 1, 1995 between Northern States      
          Power Company and LSP-Cottage Grove, L.P.*

10.37.    Letter Agreement dated June 8, 1995 between Northern States      
          Power Company and LSP-Cottage Grove, L.P.*

10.38.    Letter Agreement dated June 12, 1995 between Northern States    
          Power Company and LSP-Cottage Grove, L.P.*

10.39.    Assignment dated as of November 23, 1994 between Granite        
          Power Partners, L.P. and LSP-Cottage Grove, L.P.*

10.40.    Second Amended and Restated Turnkey Construction Agreement   
          dated as of April 11, 1995 between Westinghouse Electric
          Corporation and LSP-Cottage Grove, L.P.**

10.41.    Amended and Restated Operation and Maintenance Agreement       
          dated as of April 11, 1995 between Westinghouse Operating
          Services Company, Inc. and LSP-Cottage Grove, L.P.**

10.42.    Parts Agreement dated as of April 11, 1995 between Westinghouse 
          Electric Corporation and LSP-Cottage Grove, L.P.**

10.43.    Management Services Agreement dated as of May 1, 1995            
          between LS Power Corporation and LSP-Cottage Grove, L.P.*

10.44.    Second Amended and Restated Steam Supply Agreement dated as   
          of June 19, 1995 between the Minnesota Mining and           
          Manufacturing Company and LSP-Cottage Grove, L.P.*


                                  EI-3
<PAGE>
Exhibit No.         Description

10.45.    Purchase and Sale Agreement dated September 30, 1994 between  
          the Minnesota Mining and Manufacturing Company and             
          LSP-Cottage Grove, L.P.*

10.46.    Letter Agreement (land and easement) dated September 30, 1994   
          between the Minnesota Mining and Manufacturing Company and    
          LSP-Cottage Grove, L.P.*

10.47.    Letter Agreement (side letter to steam agreement) dated             
          September 30, 1994 between the Minnesota Mining and
          Manufacturing Company and LSP-Cottage Grove, L.P.*

10.48.    Gas Sales Contract dated as of December 22, 1994 between         
          Natural Gas Clearinghouse and LSP-Cottage Grove, L.P.*

10.49.    First Amendment to Gas Sales Contract dated as of April 18,        
          1995 between Natural Gas Clearinghouse and LSP-Cottage             
          Grove, L.P.*

10.50.    Gas Sales Contract dated as of February 16, 1995 among Aquila   
          Energy Marketing Corporation, UtiliCorp United, Inc. and            
          LSP-Cottage Grove, L.P.*

10.51.    First Amendment to Gas Sales Contract dated as of April 26,        
          1995 among Aquila Energy Marketing Corporation, UtiliCorp            
          United, Inc.  and LSP-Cottage Grove, L.P.*

10.52.    Amended and Restated Gas Supply Transportation Agreement        
          dated as of May 8, 1995 between Peoples Natural Gas Company           
          and LSP-Cottage Grove, L.P.*

10.53.    Amended and Restated Cottage Grove Letter Agreement dated as   
          of April 10, 1995 between Northern Natural Gas Company,            
          Peoples Natural Gas Company and LSP-Cottage Grove, L.P.*

10.54.    Firm Throughput Service Agreement (Northern Contract #24042)  
          dated April 25, 1995 between Northern Natural Gas Company and  
          LSP-Cottage Grove, L.P.*

10.55.    Interruptible Throughput Service Agreement (Northern Contract #  
          24198) dated April 25, 1995 between Northern Natural Gas           
          Company and LSP-Cottage Grove, L.P.*

10.56.    Interruptible Throughput Service Agreement (Northern Contract 
          #24199) dated April 25, 1995 between Northern Natural Gas      
          Company and LSP-Cottage Grove, L.P.*

10.57.    Firm Deferred Delivery Service Agreement (Northern Contract   
          #23281) dated as of April 25, 1995 between Northern Natural     
          Gas Company and LSP-Cottage Grove, L.P.*

10.58.    Interruptible Deferred Delivery Service Agreement (Northern      
          Contract #24203) dated as of April 25, 1995 between Northern    
          Natural Gas Company and LSP-Cottage Grove, L.P.*

10.59.    Letter Agreement dated as of April 21, 1995 between Northern   
          Natural Gas Company and LSP-Cottage Grove, L.P.*


                                  EI-4
<PAGE>
Exhibit No.         Description

10.60.    Limited Warranty Deed granted by Minnesota Mining and           
          Manufacturing Company to LSP-Cottage Grove, L.P. dated June
          1, 1995.*

10.61.    Consent and Agreement dated as of May 1, 1995 among Northern 
          States Power Company, LSP-Cottage Grove, L.P. and The Chase 
          Manhattan Bank (National Association), as collateral agent.*

10.62.    Consent and Agreement dated as of May 1, 1995 among            
          Westinghouse Electric Corporation, LSP-Cottage Grove, L.P.
          and The Chase Manhattan Bank (National Association), as            
          collateral agent.*

10.63.    Consent and Agreement dated as of May 1, 1995 among             
          Westinghouse Operating Services Company, Inc., LSP-Cottage
          Grove, L.P. and The Chase Manhattan Bank (National            
          Association), as collateral agent.*

10.64.    Consent and Agreement dated as of May 1, 1995 among            
          Minnesota Mining and Manufacturing Company, LSP-Cottage             
          Grove, L.P. and The Chase Manhattan Bank (National            
          Association), as collateral agent.*

10.65.    Consent and Agreement dated as of May 1, 1995 among Natural   
          Gas Clearinghouse, LSP-Cottage Grove,
          L.P. and The Chase Manhattan Bank (National Association), as    
          collateral agent.*

10.66.    Consent and Agreement dated as of May 1, 1995 among Aquila    
          Energy Marketing Corporation, UtiliCorp United, Inc.,            
          LSP-Cottage Grove, L.P. and The Chase Manhattan Bank
          (National Association), as collateral agent.*

10.67.    Consent and Agreement dated as of May 1, 1995 among Northern 
          Natural Gas Company, Peoples Natural Gas Company,            
          LSP-Cottage Grove, L.P. and The Chase Manhattan Bank           
          (National Association), as collateral agent.*

10.68.    Consent and Agreement dated as of May 1, 1995 among Northern 
          Natural Gas Company, LSP-Cottage Grove, L.P. and The Chase  
          Manhattan Bank (National Association), as collateral agent.*

10.69.    Consent and Agreement dated as of May 1, 1995 among Peoples   
          Natural Gas Company, LSP-Cottage Grove, L.P. and The Chase    
          Manhattan Bank (National Association), as collateral agent.*

10.70.    Subordinated Creditor Consent and Agreement dated as of May   
          1, 1995 among LSP-Cottage Grove, L.P., Northern States Power 
          Company and Westinghouse Electric Corporation.*

10.71.    Subordinated Creditor Consent and Agreement dated as of May   
          1, 1995 among LSP-Cottage Grove, L.P., Northern States Power 
          Company and Westinghouse Operating Services Company, Inc.*

10.72.    Subordinated Creditor Consent and Agreement dated as of May 1, 
          1995 among LSP-Cottage  Grove, L.P., Northern States Power    
          Company and Aquila Energy Marketing Corporation.*

10.73.    Subordinated Creditor Consent and Agreement dated as of May 1, 
          1995 among LSP-Cottage Grove, L.P., Northern States Power     
          Company and Natural Gas Clearinghouse.*


                                  EI-5
<PAGE>
Exhibit No.         Description

10.74.    Subordinated Creditor Consent and Agreement dated as of May 1,
          1995 among LSP-Cottage Grove, L.P., Northern States Power
          Company and Northern Natural Gas Company.*

10.75.    Subordinated Creditor Consent and Agreement dated as of May 1,  
          1995 among LSP-Cottage Grove, L.P., Northern States Power 
          Company, Northern Natural Gas Company and Peoples Natural 
          Gas Company.*

10.76.    Subordinated Creditor Consent and Agreement dated as of May 1,
          1995 among LSP-Cottage Grove, L.P., Northern States Power 
          Company and Peoples Natural Gas Company.*

10.77.    Subordinated Creditor Consent and Agreement dated as of May 1,
          1995 among LSP-Cottage Grove, L.P., Northern States Power
          Company and Minnesota Mining and Manufacturing Company.*

10.78.    Grants of Easement by Minnesota Mining and Manufacturing
          Company to LSP-Cottage Grove, L.P., each dated May 30, 1994, 
          for the following: (i) Easterly Utilities, (ii) Westerly Utilities, 
          (iii) New Well, and (iv) Well Lines.*

10.79.    Temporary Construction Easement granted by Minnesota Mining 
          and Manufacturing Company to LSP-Cottage Grove, L.P.*

10.80.    Easements from Soo Line Railroad Company to LSP-Cottage
          Grove, L.P., for Easterly and Westerly Railroad Crossroads, each 
          dated June 27, 1995.*

10.81.    Assignments of Rights and Privileges dated June 12, 1995 by and 
          between Minnesota Mining and Manufacturing Company and
          LSP-Cottage Grove, L.P.*

LSP-Whitewater Limited Partnership Agreements

10.82.    Equity Contribution Agreement dated as of May 1, 1995 among
          LSP-Whitewater Limited Partnership, TPC Whitewater, Inc. and
          The Chase Manhattan Bank (National Association), as depositary 
          agent.*

10.83.    Collateral Agency and Intercreditor Agreement dated as of May 1, 
          1995 among LSP-Whitewater Limited Partnership, the L/C 
          Facility Agent (as defined therein), the Working Capital Agent (as
          defined therein), each Permitted Counterparty under any Interest
          Rate Protection Agreement (as defined therein), each Additional
          Permitted Debt Agent (as defined therein), IBJ Schroder Bank & 
          Trust Company, as trustee, the Other Representatives (as defined 
          therein) and The Chase Manhattan Bank (National Association), as 
          depositary agent, and as collateral agent.*

10.84.    Deposit and Disbursement Agreement dated as of May 1, 1995
          among LSP-Whitewater Limited Partnership and The Chase
          Manhattan Bank (National Association), as collateral agent, and as 
          depositary agent.*

10.85.    Credit Agreement dated as of May 1, 1995 among LSP-Whitewater
          Limited Partnership, the lenders party thereto and The Chase
          Manhattan Bank (National Association), as agent.*


                                  EI-6
<PAGE>
Exhibit No.         Description

10.85.1   Instrument of Assignment, Resignation, Appointment, 
          Acceptance and Designation dated as of December 31, 1995
          among The Chase Manhattan Bank (National Association),
          Dresdner Bank AG, New York and Grand Cayman Branches, 
          and LSP-Whitewater Limited Partnership.***

10.85.2   Amendment No. 1 to Credit Agreement dated as of December     
          31, 1995 among LSP-Whitewater Limited Partnership and
          Dresdner Bank AG, New York Branch, as agent.***

10.86.    Assignment and Security Agreement dated as of May 1, 1995 
          between LSP-Whitewater Limited Partnership and The Chase
          Manhattan Bank (National Association), as collateral agent.*

10.87.    Pledge Agreement dated as of May 1, 1995 between
          LSP-Whitewater Limited Partnership and IBJ Schroder Bank & 
          Trust Company, as trustee.*

10.88     Mortgage, Assignment of Rents,Security Agreement and Fixture 
          Filing dated as of May 1, 1995 between LSP-Whitewater Limited 
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent, for the benefit of IBJ Schroder
          Bank & Trust Company, as trustee.*

10.89.    Mortgage, Assignment of Rents, Security Agreement and Fixture
          Filing dated as of May 1, 1995 between LSP-Whitewater Limited 
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent, for the benefit of the Chase
          Manhattan Bank (National Association), as agent under the Credit
          Agreement.*

10.90.    Subordinated Mortgage, Assignment of Rents, Security 
          Assignment and Fixture Filing dated as of May 1, 1995 by
          LSP-Whitewater Limited Partnership, as mortgagor, and 
          Wisconsin Electric Power Company, as mortgagee.*

10.91.    Subordinated Assignment and Security Agreement dated as of May 
          1, 1995 between LSP-Whitewater Limited Partnership and 
          Wisconsin Electric Power Company.*

10.92.    Development Agreement dated as of November 23, 1994 between
          City of Whitewater and LSP-Whitewater Limited Partnership.*

10.93.    Power Purchase Agreement dated as of December 21, 1993 
          between Wisconsin Electric Power Company and LSP-Whitewater 
          Limited Partnership.*

10.94.    Amendment to Power Purchase Agreement dated as of February    
          10, 1994 between Wisconsin Electric Power Company and
          LSP-Whitewater Limited Partnership.*

10.95.    Second Amendment to Power Purchase Agreement dated as of
          October 5, 1994 between Wisconsin Electric Power Company
          and LSP-Whitewater Limited Partnership.*

10.96.    Third Amendment to Power Purchase Agreement dated as of May
          5, 1995 between Wisconsin Electric Power Company and
          LSP-Whitewater Limited Partnership.*


                                  EI-7
<PAGE>
Exhibit No.         Description

10.96.1   Fourth Amendment to Power Purchase Agreement dated as of 
          March 18, 1997 between Wisconsin Electric Power Company
          and LSP-Whitewater Limited Partnership.

10.97.    Interconnection Agreement dated as of May 12, 1995 between
          Wisconsin Electric Power Company and LSP-Whitewater
          Limited Partnership.*

10.98.    Intentionally Omitted.

10.99.    Assignment dated as of November 23, 1994 between Granite
          Power Partners, L.P. and LSP-Whitewater Limited
          Partnership.*

10.100    Second Amended and Restated Turnkey Construction Agreement
          dated as of April 11, 1995 between Westinghouse Electric
          Corporation and LSP-Whitewater Limited Partnership.**

10.101.   Amended and Restated Operation and Maintenance Agreement
          dated as of April 11, 1995 between Westinghouse Operating
          Services Company, Inc. and LSP-Whitewater Limited
          Partnership.**

10.102.   Parts Agreement dated as of April 10, 1995 between
          Westinghouse Electric Corporation and LSP-Whitewater Limited
          Partnership.**

10.103.   Management Services Agreement dated as of May 1, 1995
          between LS Power Corporation and LSP-Whitewater Limited
          Partnership.*

10.104.   Steam Supply Agreement dated as of July 25, 1994 between the
          Department of Administration of the State of Wisconsin and
          LSP-Whitewater Limited Partnership.*

10.105.   Greenhouse Hot Water Supply Agreement dated as of May 1,
          1995 between Dominion Growers/Whitewater, L.C. and
          LSP-Whitewater Limited Partnership.*

10.106.   Construction Contract dated as of May 1, 1995 between
          Dominion Growers/Whitewater, L.C. and LSP-Whitewater
          Limited Partnership.*

10.107.   Deed of Lease dated as of May 1, 1995 between Dominion
          Growers/Whitewater, L.C. and LSP-Whitewater Limited 
          Partnership.*

10.108.   Letter Agreement dated May 12, 1995 between Dominion 
          Growers, Inc.  and LSP-Whitewater Limited Partnership.*

10.109.   Gas Sales Contract dated as of December 22, 1994 between
          Natural Gas Clearinghouse and LSP-Whitewater Limited
          Partnership.*

10.110.   First Amendment to Gas Sales Contract dated as of April 18,
          1995 between Natural Gas Clearinghouse and LSP-Whitewater
          Limited Partnership.*

10.111.   Gas Sales Contract dated as of February 16, 1995 among Aquila 
          Energy Marketing Corporation, UtiliCorp United, Inc. and
          LSP-Whitewater Limited Partnership.*


                                  EI-8
<PAGE>
Exhibit No.         Description

10.112.   First Amendment to Gas Sales Contract dated as of April 26,
          1995 among Aquila Energy Marketing Corporation, UtiliCorp
          United, Inc.  and LSP-Whitewater Limited Partnership.*

10.113.   Letter Agreement dated April 21, 1995 between Northern 
          Natural Gas Company and LSP-Whitewater Limited
          Partnership.*

10.114.   Amended and Restated Letter Agreement dated as of April 10, 
          1995 between Northern Natural Gas Company and
          LSP-Whitewater Limited Partnership.*

10.115.   Gas Transportation Agreement dated March 9, 1995 between
          Wisconsin Natural Gas Company and LSP-Whitewater Limited 
          Partnership.*

10.116.   Capacity Release and Gas Sales Agreement dated as of April 27,
          1995 between Wisconsin Power and Light Company and
          LSP-Whitewater Limited Partnership.*

10.117.   First Amendment to Capacity Release and Gas Sales Agreement
          dated as of June 2, 1995 between Wisconsin Power and Light
          Company and LSP-Whitewater Limited Partnership.*

10.118.   Firm Throughput Service Agreement (Northern Contract 
          #23479) dated April 25, 1995 between Northern Natural Gas 
          Company and LSP-Whitewater Limited Partnership.*

10.119.   Interruptible Throughput Service Agreement (Northern Contract 
          #24200) dated April 25, 1995 between Northern Natural Gas 
          Company and LSP-Whitewater Limited Partnership.*

10.120.   Interruptible Throughput Service Agreement (Northern Contract
          #24201) dated April 25, 1995 between Northern Natural Gas
          Company and LSP-Whitewater Limited Partnership.*

10.121.   Firm Deferred Delivery Service Agreement (Northern Contract
          #23282) dated as of April 25, 1995 between Northern Natural 
          Gas Company and LSP-Whitewater Limited Partnership.*

10.122.   Interruptible Deferred Delivery Service Agreement (Northern
          Contract #24202) dated as of April 25, 1995 between Northern 
          Natural Gas Company and LSP-Whitewater Limited
          Partnership.*

10.123.   Consent and Agreement dated as of May 1, 1995 between City 
          of Whitewater, LSP-Whitewater Limited Partnership and The
          Chase Manhattan Bank (National Association), as collateral
          agent.*

10.124.   Consent and Agreement dated as of May 1, 1995 among 
          Wisconsin Electric Power Company, LSP-Whitewater Limited
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.125.   Consent and Agreement dated as of May 1, 1995 among
          Westinghouse Electric Corporation, LSP-Whitewater Limited
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent.*


                                  EI-9
<PAGE>
Exhibit No.         Description

10.126.   Consent and Agreement dated as of May 1, 1995 among
          Westinghouse Operating Services Company, Inc.,
          LSP-Whitewater Limited Partnership and The Chase Manhattan
          Bank (National Association), as collateral agent.*

10.127.   Consent and Agreement dated as of May 1, 1995 among State of
          Wisconsin, acting through  the Department of Administration,
          LSP-Whitewater Limited Partnership and The Chase Manhattan
          Bank (National Association), as collateral agent.*

10.128.   Consent and Agreement dated as of May 1, 1995 between
          Dominion Growers/Whitewater, L.C., LSP-Whitewater Limited 
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.129.   Consent and Agreement dated as of May 1, 1995 among Natural
          Gas Clearinghouse, LSP-Whitewater Limited Partnership and 
          The Chase Manhattan Bank (National Association), as collateral
          agent.*

10.130.   Consent and Agreement dated as of May 1, 1995 among Aquila 
          Energy Marketing Corporation, UtiliCorp United, Inc.,
          LSP-Whitewater  Limited Partnership and The Chase Manhattan 
          Bank (National Association), as collateral agent.*

10.131.   Consent and Agreement dated as of May 1, 1995 among
          Wisconsin Natural Gas Company, LSP-Whitewater Limited
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.132.   Consent and Agreement dated as of May 1, 1995 among 
          Northern Natural Gas Company, LSP-Whitewater Limited
          Partnership and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.133.   Subordinated Creditor Consent and Agreement dated as of May 
          1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin 
          Electric Power Company and Westinghouse Electric
          Corporation.*

10.134.   Subordinated Creditor Consent and Agreement dated as of May 
          1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin 
          Electric Power Company and Westinghouse Operating Services
          Company, Inc.*

10.135.   Subordinated Creditor Consent and Agreement dated as of May
          1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin 
          Electric Power Company and Aquila Energy Marketing
          Corporation.*

10.136.   Subordinated Creditor Consent and Agreement dated as of May 
          1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin
          Electric Power Company and Natural Gas Clearinghouse.*

10.137.   Subordinated Creditor Consent and Agreement dated as of May 
          1, 1995 among LSP-Whitewater Limited Partnership, Wisconsin 
          Electric Power Company and Northern Natural Gas Company.*

10.138.   Easement dated May 11, 1995 granted by the University of
          Wisconsin-Whitewater to LSP-Whitewater Limited Partnership.*


                                  EI-10
<PAGE>
Exhibit No.         Description

10.139.   Easement dated March 22, 1995grantedby the City of
          Whitewater to LSP-Whitewater Limited Partnership.*

10.140.   Easement dated March 22, 1995 granted by the City of
          Whitewater to LSP-Whitewater Limited Partnership.*

10.141.   Easement dated March 22, 1995 granted by the City of
          Whitewater to LSP-Whitewater Limited Partnership.*

10.142.   Easement dated March 22, 1995 granted by the City of
          Whitewater to LSP-Whitewater Limited Partnership.*

10.143.   Easement dated June 2, 1995 granted by Joe C. Pattermann and
          June M. Pattermann to LSP-Whitewater Limited Partnership.*

10.144.   Easement dated September 10, 1994 granted by Joe C.
          Pattermann and June M. Pattermann to LSP-Whitewater 
          Limited Partnership.*

10.145.   Easement dated May 25, 1995 granted by John P. Hill and
          Rosalee K. Hill to LSP-Whitewater Limited Partnership.*

10.146.   Easement dated June 1, 1994 granted by Mark D. Hoffmann to
          LSP-Whitewater Limited Partnership.*

10.147.   Easement dated May 31, 1995 granted by Daniel L.
          Schwertfeger and Jeanne M. Schwertfeger to LSP-Whitewater
          Limited Partnership.*

10.148.   Easement dated June 2, 1995 granted by Jerry C. Kollwelter and
          Donna L. Kollwelter to LSP-Whitewater Limited Partnership.*

10.149    Easement dated June 1, 1995 granted by Lowell C. Hagen and
          Thu T. Hagen to LSP-Whitewater Limited Partnership.*

10.150.   Easement dated June 1, 1995 granted by Dean A. Cox and
          Maybell Cox to LSP-Whitewater Limited Partnership.*

10.151.   Easement dated June 5, 1995 granted by John's Disposal 
          Service, Inc. to LSP-Whitewater Limited Partnership.*

10.152.   Easement dated June 12, 1995 granted by Greg Lurvey and Mark
          Lurvey to LSP-Whitewater Limited Partnership.*

10.153.   Easement dated October 24, 1994 granted by Perry Moyer and
          Dorothy Moyer to LSP-Whitewater Limited Partnership.*

10.154.   Easement dated October 24, 1994 granted by Perry Moyer and
          Dorothy Moyer to LSP-Whitewater Limited Partnership.*

10.155.   Easement dated May 30, 1995 granted by Perry Moyer and
          Dorothy Moyer to LSP-Whitewater Limited Partnership.*

10.156.   Easement dated May 30, 1995 granted by Perry Moyer and
          Dorothy Moyer to LSP-Whitewater Limited Partnership.*


                                  EI-11
<PAGE>
Exhibit No.         Description

10.157.   Easement dated June 5, 1995 granted by Robert J. Wagner to
          LSP-Whitewater Limited Partnership.*

10.158.   Easement dated June 5, 1995 granted by Robert J. Wagner to
          LSP-Whitewater Limited Partnership.*

Granite Power Partners, L.P. Agreements

10.159.   Pledge Agreement dated as of May 1, 1995 between Granite
          Power Partners, L.P. and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.160.   Pledge Agreement dated as of May 1, 1995 between Granite
          Power Partners, L.P. and The Chase Manhattan Bank (National
          Association), as collateral agent.*

10.161.   Assignment dated as of November 23, 1994 between Granite
          Power Partners, L.P. and LSP-Cottage Grove, L.P.*

10.162.   Assignment dated as of November 23, 1994 between Granite
          Power Partners L.P. and LSP-Whitewater Limited Partnership.*

10.163.   Acknowledgment and Consent dated June 30, 1995 among
          Wisconsin Electric Power Company, LSP-Whitewater I, Inc.,
          Granite Power Partners, L.P. and TPC Whitewater, Inc.*

10.164.   Amendment to Participation Agreement dated as of June 29,
          1995 between Tomen Power Corporation and Granite Power
          Partners, L.P.*

LSP-Cottage Grove, Inc. Agreements

10.165.   Security Agreement dated as of May 1, 1995 between
          LSP-Cottage Grove, Inc.  and The Chase Manhattan Bank
          (National Association), as collateral agent.*

10.166.   Management Services Agreement dated as of May 1, 1995  
          between LS Power Corporation and LSP-Cottage Grove, Inc.*

LSP-Whitewater I, Inc.  Agreements

10.167.   Security Agreement dated as of May 1, 1995 between
          LSP-Whitewater I, Inc. and The Chase Manhattan Bank 
          (National Association), as collateral agent.*

10.168.   Management Services Agreement dated as of May 1, 1995
          between LS Power Corporation and LSP-Whitewater I, Inc.*

10.169.   Acknowledgment and Consent dated June 30, 1995 among
          Wisconsin Electric Power Company, LSP-Whitewater I, Inc.,
          Granite Power Partners, L.P. and TPC Whitewater, Inc.*

LS Power Corporation Agreements

10.170.   Amended and Restated Limited Partnership Agreement of
          Granite Power Partners, L.P. dated January 16, 1992 among 
          LS Power Corporation, Chase Manhattan Capital Corporation
          and Joseph Cogen.*


                                  EI-12
<PAGE>
Exhibit No.         Description

10.171.   First Amendment to Amended and Restated Limited Partnership
          Agreement of Granite Power Partners, L.P. dated December 30,
          1993 among LS Power Corporation, Chase Manhattan Capital
          Corporation and Joseph Cogen.*

_____________________

*         Incorporated herein by reference from the Registration 
          Statement on Form S-4, File No. 33-95928 filed with the
          Securities and Exchange Commission by LS Power Funding
          Corporation, LSP-Cottage Grove, L.P. and LSP-Whitewater
          Limited Partnership (collectively, the "Registrants") on August   
          16, 1995, as amended.
**        In addition to the note for "*" above, confidential treatment has
          been granted for certain portions of the noted document.
***       Incorporated herein by reference from the Annual Report on
          Form 10-K for the fiscal year ended December 31, 1995, File
          No. 33-95928 filed with the Securities and Exchange Commission
          by the Registrants.
****      Incorporated herein by reference from the Quarterly Report on
          Form 10-Q for the quarterly period ended June 30, 1996, File
          No. 33-95928 filed with the Securities and Exchange Commission
          by the Registrants.


                                  EI-13
<PAGE>
                                                             EXHIBIT 10.96.1
                          FOURTH AMENDMENT
                                 TO
                      POWER PURCHASE AGREEMENT


     This Fourth Amendment is made as of March 18, 1997, to the Power
Purchase Agreement between LSP-Whitewater Limited Partnership ("Seller") and 
Wisconsin Electric Power Company ("Buyer") dated as of December 21, 1993 and 
as amended (the "Agreement") by Amendment to Power Purchase Agreement dated as 
of February 10, 1994, Second Amendment to Power Purchase Agreement dated 
October 5, 1994 (the "Second Amendment"), and Third Amendment to Power 
Purchase Agreement dated May 5, 1995.

     WHEREAS, Buyer and Seller have determined to further amend the Agreement 
as provided herein.
     
     NOW, THEREFORE, in consideration of the premises and of the mutual 
promises contained herein, the parties agree to and hereby do amend the 
Agreement as provided herein.
     
     1.   Section 27.11 of the Agreement, as amended by the Second
Amendment, is hereby amended by deleting Section 27.11(b) in the entirety and 
the following shall be substituted therefor:
     
     "(b) Intentionally Deleted."
     
     2.   Except as expressly amended hereby, all of the terms and provisions 
of the Agreement are and shall remain in full force and effect.
     
     3.   This Fourth Amendment may be executed in any number of counterparts 
by the parties hereto, each of which counterparts when so executed shall be an 
original, but all the counterparts shall together constitute one and the same 
instrument.

     4.   This Fourth Amendment and the rights and obligations of the parties
hereunder shall be governed by, and construed in accordance with, the laws of 
the State of Wisconsin.

     IN WITNESS WHEREOF, the parties hereto have executed this Fourth 
Amendment on the date first set forth above.

WITNESSED BY:                      LSP-WHITEWATER LIMITED PARTNERSHIP

                                   BY: LSP-WHITEWATER, INC.
                                   ITS: GENERAL PARTNER


/s/ Michael P. Witzing             BY:  /s/ Mikhail Segal
                                   ITS:  Managing Director



WITNESSED BY:                      WISCONSIN ELECTRIC POWER COMPANY


/s/  Walter T. Woelfle             BY:  /s/  David K. Porter
                                   ITS:  Senior Vice President