EXHIBIT 3.23

                            CERTIFICATE OF FORMATION

                                       OF

                            LOUISIANA GENERATING LLC

                  The undersigned, being a natural person 18 years of age or
older and for the purposes 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



                            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