CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                        NIAGARA MOHAWK POWER CORPORATION


                Under Section 805 of the Business Corporation Law



         The undersigned, being Vice President - Law and Secretary, of Niagara
Mohawk Power Corporation, New York corporation, hereby certify that:

         FIRST. The name of the corporation is Niagara Mohawk Power Corporation,
and the name under which it was formed was Niagara Hudson Public Service
Corporation.

         SECOND. The certificate of consolidation forming the corporation was
filed by the Department of State on July 31, 1937.





         THIRD. The certificate of incorporation is amended to increase the
number of shares which the corporation has authority to issue from 185,000,000
common shares of the par value of $1 per share to 250,000,000 common shares
of the par value of $1 per share. To effect such change, Parts A and C of
Article IV of the certificate of incorporation of the corporation are hereby
amended to read as follows:

         "IV.A. The total number of shares which the Corporation may have is
    281,000,000, of which 3,400,000 are to have a par value of $100 each,
    27,600,000 are to have a par value or $25 each and 250,000,000 are to have a
    par value of $1 each."

         "C. The shares of the Corporation are to be classified as follows:

         3,400,000 shares are to be Preferred Stock with a par value of $100
         each; 
         19,600,000 shares are to be Preferred Stock with a par value of $25 
         each; 
         8,000,000 shares are to be Preference Stock with a par value of $25 
         each; and 
         250,000,000 shares are to be Common Stock with a par value of $1 each."

         FOURTH. The foregoing amendment of the certificate of incorporation was
authorized by the Board of Directors of the corporation at a meeting duly called
and held on May 14, 1998, followed by the favorable vote of the holders of a
majority of all outstanding shares entitled to vote thereon at a meeting of
shareholders duly called and held on June 29, 1998.


                                      -2-




         IN WITNESS WHEREOF, the undersigned have signed this certificate of
amendment of certificate of incorporation on June 29, 1998 and affirm the
statements contained herein as true under the penalties of perjury.


                                        NIAGARA MOHAWK POWER CORPORATION


                                        By /s/ Paul J. Kaleta
                                          --------------------------------------
                                               Paul J. Kaleta
                                               Vice President - Law



                                        By /s/ Kapua A. Rice
                                          --------------------------------------
                                               Kapua A. Rice
                                               Secretary
















                                      -3-