EXHIBIT 99.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Midland Cogeneration Venture Limited
Partnership ("MCV") on Form 10-K for the period ending December 31, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, James M. Rajewski, Chief Financial Officer, Vice President and
Controller of MCV, certify, pursuant to 18 U.S.C. ss. 1350, aS adopted pursuant
to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of MCV.




 /s/ James M. Rajewski
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James M. Rajewski
Chief Financial Officer, Vice President and Controller
March 25, 2003