EXHIBIT 4.2


                           CERTIFICATE OF FORMATION

                                      OF

                            CONSUMERS FUNDING LLC



            (a) The name of the limited liability company is Consumers
Funding LLC.

            (b) The address of its registered office in the State of
Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The name of its registered agent at such address is The Corporation
Trust Company.

            IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Formation of Consumers Funding LLC this 11th day of October,
2000.


                                    Consumers Funding LLC



                                    By:  /s/ David A. Mikelonis
                                        ------------------------
                                    Name:    David A. Mikelonis
                                    Title:   Authorized Person