CERTIFICATE OF AMENDMENT

                             OF

                CERTIFICATE OF INCORPORATION

                      * * * * * * * * *


     California Energy Operating Company, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

     FIRST:   That in lieu of a meeting, the sole stockholder of said
corporation has given unanimous written consent to the following amendment to
the Certificate of Incorporation of said corporation:

     RESOLVED, that the Certificate of Incorporation of California Energy
     Operating Company be amended by changing the first sentence thereof so
     that, as amended, said sentence shall be and read as follows:

     "The name of the Corporation is CalEnergy Operating Company (the
     "Company")."

     SECOND:  That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Certificate of Amendment of Certificate of
Incorporation has caused this certificate to be signed by Steven A. McArthur,
its Senior Vice President, and attested by Douglas L. Anderson, Assistant
Secretary, as of this 26th day of March, 1996.

                        CALIFORNIA ENERGY OPERATING COMPANY, INC.

                        By:                              
                             Steven A. McArthur
                             Senior Vice President

ATTEST
                             
By:  Douglas L. Anderson
     Assistant Secretary