UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 33-95928 LS Power Funding Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) 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 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) 7.19% Senior Secured Bonds Due 2010, Series A of LS Power Funding Corporation 8.08% Senior Secured Bonds Due 2016, Series A of LS Power Funding Corporation 7.19% First Mortgage Bonds of LSP-Cottage Grove, L.P. 8.08% First Mortgage Bonds of LSP-Cottage Grove, L.P. 7.19% First Mortgage Bonds of LSP-Whitewater Limited Partnership 8.08% First Mortgage Bonds of LSP-Whitewater Limited Partnership ---------------------------------------------------------------- (Title of each class of securities covered by this Form) None --------------------------------------------------------------- (Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: Rule 12g-4(a)(1)(i) ( ) Rule 12h-3(b)(1)(i) (X) Rule 12g-4(a)(1)(ii) ( ) Rule 12h-3(b)(1)(ii) ( ) Rule 12g-4(a)(2)(i) ( ) Rule 12h-3(b)(2)(i) ( ) Rule 12g-4(a)(2)(ii) ( ) Rule 12h-3(b)(2)(ii) ( ) Rule 15d-6 ( ) Rule 12h-3(b)(3) ( ) Approximate number of holders of record as of the certification or notice date: 7.19% Senior Secured Bonds Due 2010, Series A of LS Power Funding Corporation 12 8.08% Senior Secured Bonds Due 2016, Series A of LS Power Funding Corporation 8 7.19% First Mortgage Bonds of LSP-Cottage Grove, L.P. 1 8.08% First Mortgage Bonds of LSP-Cottage Grove, L.P. 1 7.19% First Mortgage Bonds of LSP-Whitewater Limited Partnership 1 8.08% First Mortgage Bonds of LSP-Whitewater Limited Partnership 1 __________________________________________________________ Pursuant to the requirements of the Securities Exchange Act of 1934 LS Power Funding Corporation, LSP-Cottage Crove, L.P., and LSP-Whitewater Limited Partnership has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. Date: November 3, 1997 By: /s/ Michael Liebelson ------------------------------ Name: Michael Liebelson Title: Managing Director and Treasurer