EXHIBIT 3

                             CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                                       OF
                        NIAGARA MOHAWK POWER CORPORATION

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW














                                STATE OF NEW YORK
                               DEPARTMENT OF STATE
                              FILED: JUNE 29, 1998
                                 TAX: $32,500.00
                                     BY: SAC
                                    ONONDAGA










                               SULLIVAN & CROMWELL
                           1701 PENNSYLVANIA AVE., NW
                             WASHINGTON, DC  20006

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                        NIAGARA MOHAWK POWER CORPORATION


              Under Section 805 of the Business Corporation Law



     The undersigned, being Vice President  - Law and Secretary, of Niagara
Mohawk Power Corporation, New York corporation, hereby certify that:

     FIRST.     The name of the corporation is Niagara Mohawk Power 
                Corporation, and the name under which it was formed was 
                Niagara Hudson Public Service Corporation.

     SECOND.    The certificate of consolidation forming the corporation was
                filed by the Department of State on July 31, 1937.

     THIRD.     The certificate of incorporation is amended to increase the 
                number of shares which the corporation has authority to issue 
                from 185,000,000 common shares of the par value of $1 per 
                share to 250,000,000 common shares of the par value of $1 per 
                share.  To effect such change, Parts A and C of Article IV of 
                the certificate of incorporation of the corporation are hereby 
                amended to read as follows:

      IV.A.  The total number of shares which the Corporation may have is 
             281,000,000, of which 3,400,000 are to have a par value of $100 
             each, 27,600,000 are to have a par value or $25 each and 
             250,000,000 are to have a par value of $1 each.

   C.    The shares of the Corporation are to be classified as follows:

  3,400,000 shares are to be Preferred Stock with a par value of $100 each;
  19,600,000 shares are to be Preferred Stock with a par value of $25 each;
  8,000,000 shares are to be Preference Stock with a par value of $25 each; and
  250,000,000 shares are to be Common Stock with a par value of $1 each.

     FOURTH.     The foregoing amendment of the certificate of incorporation 
                 was authorized by the Board of Directors of the corporation 
                 at a meeting duly called and held on May 14, 1998, followed 
                 by the favorable vote of the holders of a majority of all 
                 outstanding shares entitled to vote thereon at a meeting of 
                 shareholders duly called and held on June 29, 1998.

     IN WITNESS WHEREOF, the undersigned have signed this certificate of 
     amendment of certificate of incorporation on June 29, 1998 and affirm the 
     statements contained herein as true under the penalties of perjury.

NIAGARA MOHAWK POWER CORPORATION


By /s/ Paul J. Kaleta                                
---------------------
Paul J. Kaleta
Vice President - Law



By /s/ Kapua A. Rice
--------------------
Kapua A. Rice
Secretary