SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
  
                                  FORM 8-K
  
                         C U R R E N T  R E P O R T
  
                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934
  
                       March 10, 1998 (March 6, 1998)
              Date of Report (Date of Earliest Event Reported)
  
                        LS POWER FUNDING CORPORATION
           (Exact name of registrant as specified in its charter)
  
           Delaware                                81-0502366 
  (State or Other Jurisdiction                  (I.R.S. Employer
   of Incorporation)                            Identification No.) 
  
                            402 East Main Street
                           Bozeman, Montana 59715
            (Address of Principal Executive Offices) (Zip Code)
  
                               (406) 587-7397
            (Registrant's Telephone Number, including Area Code)
  
                               NOT APPLICABLE
       (Former Name or Former Address, If Changed Since Last Report)
  
  
                          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 Incorporation)    (I.R.S. Employer
                                                  Identification No.) 
  
                            402 East Main Street
                           Bozeman, Montana 59715
            (Address of Principal Executive Offices) (Zip Code)
  
                              (406) 587-6325
                              (406) 587-6122
            (Registrant's Telephone Number, including Area Code)
  
                               NOT APPLICABLE
       (Former Name or Former Address, If Changed Since Last Report)
  

  
 ITEM 5.  OTHER EVENTS. 
  
           On March 6, 1998, LS Power Corporation, a Delaware corporation
 ("LS Power") and general partner of Granite Power Partners, L.P., a
 Delaware limited partnership ("Granite"), entered into a Securities
 Purchase Agreement (the "Securities Purchase Agreement"), by and among LS
 Power and Granite (collectively, the "Sellers"), Cogentrix Mid-America,
 Inc., a Delaware corporation, Cogentrix Cottage Grove, LLC, a Delaware
 limited liability company and Cogentrix Whitewater LLC, a Delaware limited
 liability company (collectively, the "Purchasers") and Cogentrix Energy,
 Inc. 
  
           Pursuant to the Securities Purchase Agreement, the Sellers will
 sell all of the Sellers' capital stock of FloriCulture, Inc., a Delaware
 corporation ("FloriCulture"), LSP-Cottage Grove, Inc., a Delaware
 corporation ("LSP-CG Inc.") and LSP-Whitewater I, Inc., a Delaware
 corporation ("LSP-WW Inc."), and all of the Sellers' limited partnership
 interests in LSP-Cottage Grove, L.P., a Delaware limited partnership ("LSP-
 CG") and LSP-Whitewater Limited Partnership, a Delaware limited partnership
 ("LSP-WW"), to the Purchasers. 
  
           After giving effect to the Securities Purchase Agreement,
 Cogentrix Mid-America, Inc. will own all of the capital stock of
 FloriCulture, Cogentrix Cottage Grove, LLC will own all of the stock of
 LSP-CG Inc., the general partner of LSP-CG, and Cogentrix Whitewater, LLC
 will own all of the stock of LSP-WW Inc., the general partner of LSP-WW.  
            
           In addition, the Securities Purchase Agreement contemplates the
 delivery and execution by LS Power and Cogentrix Energy, Inc. of a certain
 Assignment and Assumption Agreement, by the terms of which LS Power will
 assign, and Cogentrix Energy, Inc. will assume, all of the rights and
 obligations under certain Management Services Agreements between LS Power
 and each of LSP-CG Inc., LSP-CG, LSP-WW Inc. and LSP-WW. 
  
           The consummation of the Securities Purchase Agreement is subject
 to certain conditions, including, without limitation, the completion of
 certain requirements under the trust indentures to which each of LSP-
 Cottage Grove, L.P. and LSP-Whitewater Limited Partnership is a party. 
 Among those requirements is an acknowledgment by the trustee that each of
 Cogentrix Whitewater, LLC and Cogentrix Cottage Grove, LLC qualify as a
 "Permitted Party," as such term is defined in the trust indentures; such
 qualification is contingent upon several things, including the delivery of
 opinions from independent counsel.  The sale pursuant to the Securities
 Purchase Agreement is expected to be consummated by the end of March 1998. 
  
  
 ITEM 7(C).  EXHIBITS. 

  
 Exhibit  
 Number                            Description 
  
    99.1                News Release, dated March 10, 1998, issued 
                        by LS Power Corporation 
  
  
                                 SIGNATURE
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunder duly authorized. 
  
 Dated:    March 10, 1998 
  
  
  
 LS POWER FUNDING CORPORATION 
  
 By: /s/ Michael S. Liebelson 
     _______________________ 
 Name:  Michael S. Liebelson 
 Title: Managing Director and Treasurer 
                 
  
 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 
  
       
 LSP-WHITEWATER LIMITED PARTNERSHIP 
  
 By:  LSP-Cottage Whitewater I, Inc. 
 Its: General Partner 
  
 By: /s/ Michael S. Liebelson 
      _______________________ 
 Name:   Michael S. Liebelson 
 Title:  Managing Director and Treasurer
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{"company-data": {"conformed-name": "LS POWER FUNDING CORP", "cik": "0000949486", "assigned-sic": "4911", "irs-number": "810502366", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-95928", "film-number": "98561569"}, "business-address": {"street1": "402 EAST MAIN ST", "city": "BOZEMAN", "state": "MT", "zip": "59715", "phone": "4065877397"}, "mail-address": {"street1": "402 EAST MAIN STREET", "city": "BOZEMAN", "state": "MT", "zip": "59715"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
  
                                  FORM 8-K
  
                         C U R R E N T  R E P O R T
  
                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934
  
                       March 10, 1998 (March 6, 1998)
              Date of Report (Date of Earliest Event Reported)
  
                        LS POWER FUNDING CORPORATION
           (Exact name of registrant as specified in its charter)
  
           Delaware                                81-0502366 
  (State or Other Jurisdiction                  (I.R.S. Employer
   of Incorporation)                            Identification No.) 
  
                            402 East Main Street
                           Bozeman, Montana 59715
            (Address of Principal Executive Offices) (Zip Code)
  
                               (406) 587-7397
            (Registrant's Telephone Number, including Area Code)
  
                               NOT APPLICABLE
       (Former Name or Former Address, If Changed Since Last Report)
  
  
                          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 Incorporation)    (I.R.S. Employer
                                                  Identification No.) 
  
                            402 East Main Street
                           Bozeman, Montana 59715
            (Address of Principal Executive Offices) (Zip Code)
  
                              (406) 587-6325
                              (406) 587-6122
            (Registrant's Telephone Number, including Area Code)
  
                               NOT APPLICABLE
       (Former Name or Former Address, If Changed Since Last Report)
  

  
 ITEM 5.  OTHER EVENTS. 
  
           On March 6, 1998, LS Power Corporation, a Delaware corporation
 ("LS Power") and general partner of Granite Power Partners, L.P., a
 Delaware limited partnership ("Granite"), entered into a Securities
 Purchase Agreement (the "Securities Purchase Agreement"), by and among LS
 Power and Granite (collectively, the "Sellers"), Cogentrix Mid-America,
 Inc., a Delaware corporation, Cogentrix Cottage Grove, LLC, a Delaware
 limited liability company and Cogentrix Whitewater LLC, a Delaware limited
 liability company (collectively, the "Purchasers") and Cogentrix Energy,
 Inc. 
  
           Pursuant to the Securities Purchase Agreement, the Sellers will
 sell all of the Sellers' capital stock of FloriCulture, Inc., a Delaware
 corporation ("FloriCulture"), LSP-Cottage Grove, Inc., a Delaware
 corporation ("LSP-CG Inc.") and LSP-Whitewater I, Inc., a Delaware
 corporation ("LSP-WW Inc."), and all of the Sellers' limited partnership
 interests in LSP-Cottage Grove, L.P., a Delaware limited partnership ("LSP-
 CG") and LSP-Whitewater Limited Partnership, a Delaware limited partnership
 ("LSP-WW"), to the Purchasers. 
  
           After giving effect to the Securities Purchase Agreement,
 Cogentrix Mid-America, Inc. will own all of the capital stock of
 FloriCulture, Cogentrix Cottage Grove, LLC will own all of the stock of
 LSP-CG Inc., the general partner of LSP-CG, and Cogentrix Whitewater, LLC
 will own all of the stock of LSP-WW Inc., the general partner of LSP-WW.  
            
           In addition, the Securities Purchase Agreement contemplates the
 delivery and execution by LS Power and Cogentrix Energy, Inc. of a certain
 Assignment and Assumption Agreement, by the terms of which LS Power will
 assign, and Cogentrix Energy, Inc. will assume, all of the rights and
 obligations under certain Management Services Agreements between LS Power
 and each of LSP-CG Inc., LSP-CG, LSP-WW Inc. and LSP-WW. 
  
           The consummation of the Securities Purchase Agreement is subject
 to certain conditions, including, without limitation, the completion of
 certain requirements under the trust indentures to which each of LSP-
 Cottage Grove, L.P. and LSP-Whitewater Limited Partnership is a party. 
 Among those requirements is an acknowledgment by the trustee that each of
 Cogentrix Whitewater, LLC and Cogentrix Cottage Grove, LLC qualify as a
 "Permitted Party," as such term is defined in the trust indentures; such
 qualification is contingent upon several things, including the delivery of
 opinions from independent counsel.  The sale pursuant to the Securities
 Purchase Agreement is expected to be consummated by the end of March 1998. 
  
  
 ITEM 7(C).  EXHIBITS. 

  
 Exhibit  
 Number                            Description 
  
    99.1                News Release, dated March 10, 1998, issued 
                        by LS Power Corporation 
  
  
                                 SIGNATURE
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunder duly authorized. 
  
 Dated:    March 10, 1998 
  
  
  
 LS POWER FUNDING CORPORATION 
  
 By: /s/ Michael S. Liebelson 
     _______________________ 
 Name:  Michael S. Liebelson 
 Title: Managing Director and Treasurer 
                 
  
 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 
  
       
 LSP-WHITEWATER LIMITED PARTNERSHIP 
  
 By:  LSP-Cottage Whitewater I, Inc. 
 Its: General Partner 
  
 By: /s/ Michael S. Liebelson 
      _______________________ 
 Name:   Michael S. Liebelson 
 Title:  Managing Director and Treasurer