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                                                                     Exhibit 3.3

                                State of Delaware
                                                                         PAGE 1

                        Office of the Secretary of State

                        --------------------------------

      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION
OF "LOUISIANA GENERATING LLC", FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF
JUNE, A.D. 1996, AT 9 O'CLOCK A.M.


                                                /s/ Edward J. Freel
                              [SEAL]         -----------------------------------
                                             Edward J. Freel, Secretary of State

2634227 8100                                     AUTHENTICATION:  0345187

                                                           DATE:  03-28-00
001156990

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    STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 09:00 AM 06/14/1996
    960174120 - 2634227

                            CERTIFICATE OF FORMATION

                                       OF

                             LOUISIANA GENERATING LLC

      The undersigned, being a natural person 18 years of age or older and for
the purpose of forming a limited liability company for general business purposes
under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

      1. Name: the name of the limited liability company is Louisiana Generating
         ----
LLC.

      2. Registered Office and Agent: The address of the registered office of
         ---------------------------
the limited liability company is Corporation Service Company, 1013 Centre Road,
in the City of Wilmington, County of New Castle, Delaware 19805. The name of its
registered agent for service of process at such address is Corporation Service
Company.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Louisiana Generating LLC this 14th day of June, 1996.


                                                          /s/ [illegible]
                                                       -------------------------
                                                          Authorized Person

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                            CERTIFICATE OF AMENDMENT

                                       OF

                            LOUISIANA GENERATING LLC

                        --------------------------------

      1. The name of the limited liability company is Louisiana Generating LLC.

      2. The Certificate of Formation of the limited liability company is
hereby amended as follows:

The Registered Office and Agent should be changed as follows:

The address of the registered office of the limited liability company is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Louisiana Generating LLC this 6th day of March, 2000.


                                         /s/ Craig A. Mataczynski
                                         ---------------------------------------
                                         Craig A. Mataczynski, Authorized Person