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                                                  Exhibit 10.25.2

              CONTINGENT CAPACITY PURCHASE ADDENDUN
                             TO THE
      AGREEMENT FOR PURCHASE OF ELECTRIC OUTPUT (PHASE II)

          This ADDENDUM is made as of this l7th day of September,
1993, by and between Grays Ferry Cogeneration Partnership, a
Partnership with offices located at 225 South Eighth Street,
Philadelphia, Pennsylvania 19106 ("SELLER"), and Philadelphia
Electric Company, a Pennsylvania corporation with offices located
at 2301 Market Street, Philadelphia, Pennsylvania  19101
("PECO").

                           BACKGROUND

          PECO is a regulated public utility engaged in, among
other things, the generation, purchase, transmission,
distribution and sale of electric power within the Commonwealth
of Pennsylvania and the State of Maryland.

          SELLER intends to design, construct, own and operate an
electric generation facility and certain a5sociated equipment
located at 2600 Christian Street, Philadelphia, Pennsylvania
19146 ("FACILITY") of up to 119 MW in size which will be
constructed as Phase II of the entire project.

          SELLER intends to design, construct, own and operate
another electric generation facility and certain associated
equipment also located at 2600 Christian Street, Philadelphia,
Pennsylvania 19146 ("FACILITY"), which will be constructed as
Phase I of the entire project, of up to 31 MW in size.

          PECO and SELLER entered into an Agreement for Purchase
of Electric Output dated July 28, 1992, as amended and revised,
regarding PECO's purchase of the net electric output from the
FACILITY ("AGREEMENT").

          PECO and SELLER desire further to provide for the
purchase by PECO, under certain circumstances, of electric
capacity from the FACILITY through this Contingent Capacity
Purchase Addendum to the AGREEMENT ("ADDENDUM").

          NOW THEREFORE, in consideration of the mutual covenants
set forth herein, the PARTIES, intending to be legally bound
hereby, agree as follows:

                            ARTICLE I
                           DEFINITIONS

          1.1  Agreement Definitions.  Terms, when used herein
with capitalization, shall have the meaning specified in Article
I of the AGREEMENT, unless added or modified pursuant to Section
1.2 hereof.

          1.2  Definitions.  The following terms, when used
herein with capitalization, shall have the following meanings:

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ACTIVATION NOTICE means a~ written notice from PECO to SELLER
that PECO elects to purchase some or all of the NOMINATED
CAPACITY of the FACILITY as described in Article III hereof.

          ADDENDUM means this Contingent Capacity Purchase
Addendum to the Agreement for Purchase of Electric Output
(Phase II).

          AVAILABLE CAPACITY means the NOMINATED CAPACITY of the
FACILITY minus any outages or miscellaneous adjustments reported
from time to time to PECO'S System Operations Group pursuant to
Article VI hereof.

          CALENDAR YEAR means any twelve month period beginning
on the first day of January and ending on the last day of the
subsequent December.

          CAPACITY CREDIT means the price per MW-day paid by PECO
to SELLER for DESIGNATED CAPACITY under this ADDENDUM.

          DESIGNATED CAPACITY means the portion of NOMINATED
CAPACITY of the FACILITY which PECO elects to purchase from
SELLER under Section 3,4 hereof.

          EFOR means the demand-based Equivalent Forced Outage
Rate, calculated using data developed during the three (3)
preceding CALENDAR YEARS, as. defined in the "GUS Reference
Manual" issued by the PJM INTERCONNECTION and as revised from
time to time.

          FACILITY EFOR means the EFOR of the FACILITY calculated
with respect to the summer NOMINATED CAPACITY.

          GREEN BOOK means the PJM Interconnection's "Rules and
Procedures for Determination of Generating Capacity" as revised
from time. to time.

          MW means megawatt.

          NOMINATED CAPACITY means the Facility's ability to
provide power, expressed in MW, as determined under Article V
hereof.

          PEAK SEASON means the weeks containing the 24th through
36th Wednesdays of a CALENDAR YEAR.  Each such week shall begin
on a Monday.

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          PECO EFOR means the weighted average EFOR for
generating units, exclusive of the FACILITY, for which PECO
receives credit in meeting its installed capacity obligations
under the PJM INTERCONNECTION AGREEMENT.

          PERFORMANCE STANDARD means the PECO EFOR calculated
using plant data developed during the three (3) preceding
CALENDAR YEARS.

          PLANNING PERIOD means any twelve (12) month period
beginning on the first day of June and ending on the last day of
the subsequent May.

                           ARTICLE II
                     EFFECTIVE DATE AND TERM

          2.1  Effective Date.  This ADDENDUM shall be effective
as of the date first above written, subject to SELLER and PECO
obtaining all necessary regulatory approvals for this ADDENDUM
without change or condition, to which end the PARTIES agree to
support this ADDENDUM in its original form.

          2.2  Term.  This ADDENDUM shall have the same term as
the AGREEMENT.

                           ARTICLE III
                            PURCHASES

          3.1 Availability.  Throughout the term of this
ADDENDUM., SELLER shall make available to PECO the NOMINATED
CAPACITY of the FACILITY, as determined in Article V hereof, for
purchase by PECO exclusively.

          3.2  Conditions.  PECO shall be obligated to tender an
ACTIVATION NOTICE pursuant to Section 3.3 hereof when the
following conditions are satisfied:
         (a)  PECO delivers capacity or capacity and energy to an
              unaffiliated investor-owned, municipal, or
              cooperative utility under a contract with (i) an
              effective date after the effective date of this
              ADDENDUM and (ii) a term of ten (10) years or
              greater ("EXTERNAL SALE"), and
         (b)  the amount of the EXTERNAL SALE exceeds the amount
              of capacity PECO can purchase under the contingent
              capacity purchase agreements listed in Appendix A
              of this ADDENDUM ("OTHER SOURCES").

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Additionally, PECO may at its sole discretion purchase NOMINATED
CAPACITY for any reason at any time.

          3,3  Activation.  If the conditions of Section 3.2
hereof are satisfied or PECO otherwise desires to purchase some
or all of the NOMINATED CAPACITY, then PECO shall tender to
SELLER an ACTIVATION NOTICE specifying the commencement date,
duration, amount of NOMINATED CAPACITY which PECO elects to
purchase from SELLER as DESIGNATED CAPACITY and the initial value
of the CREDIT described in Section 4.2 hereof.  In no case shall
the elected duration extend beyond the term of this ADDENDUM.  In
the event of an EXTERNAL SALE, the proposed DESIGNATED CAPACITY
shall be the lesser of the NOMINATED CAPACITY of the FACILITY or
the amount by which the EXTERNAL SALE exceeds OTHER SOURCES, and
the duration shall, subject to the condition specified in the
preceding sentence, be no less than that of the EXTERNAL SALE.
          (a)  If tendered after the COMMERCIAL OPERATION DATE,
               the ACTIVATION NOTICE shall be deemed to be
               immediately accepted by SELLER for any proposed
               amount of DESIGNATED CAPACITY up to the NOMINATED
               CAPACITY then in operation, and shall initiate
               certain obligations of the SELLER contained in
               Sections 4.1, 4.2, 6.5 and 6.9 of this ADDENDUM.
          (b)  If tendered before the COMMERCIAL OPERATION DATE,
               the ACTIVATION NOTICE then applies to NOMINATED
               CAPACITY which SELLER has not yet constructed or
               otherwise put in operation.  Within ninety (90)
               days from receipt of such ACTIVATION NOTICE,
               SELLER shall notify PECO in writing whether it
               will or will not accept the ACTIVATION NOTICE,
               thereby committing to provide PECO all or part of
               the proposed DESIGNATED CAPACITY and by what date.
               Acceptance by SELLER of an ACTIVATION NOTICE shall
               initiate certain obligations of the SELLER
               contained in Sections 4.1, 4.2, 6.5 and 6.9 of
               this ADDENDUM.
          (c)  If SELLER informs PECO it will provide NOMINATED CAPACITY
               beginning on a date after the date requested by PECO in the
               ACTIVATION NOTICE, then PECO may procure capacity from
               alternate
               sources for the period between the specified date and
               available
               date.  If SELLER informs PECO it will not provide NOMINATED
               CAPACITY in the total amount specified in the ACTIVATION
               NOTICE,
               then PECO may procure capacity not provided by SELLER from
               alternate sources, and SELLER shall have no rights

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               to supply capacity for such purpose at any time
               in the future1 except at the sole discretion of
               PECO, the provisions of Section 3.2
               notwithstanding.

          3.4  Purchases.  When (a) the conditions specified in
Section 3.2 hereof are satisfied,.(b) an ACTIVATION NOTICE is
tendered and accepted per Section 3.3 hereof, and (c) SELLER
otherwise complies with its obligations under this ADDENDUM, then
the amount of NOMINATED CAPACITY accepted by SELLER according to
Section 3.3 hereof shall be DESIGNATED CAPACITY, which SELLER
shall provide to PECO under the terms of this ADDENDUM.  PECO may
specify levels of DESIGNATED CAPACITY that vary over different
time periods, but in no event shall DESIGNATED CAPACITY exceed
NOMINATED CAPACITY.  Pursuant to Section 3.3(b) hereof, SELLER
and PECO may commit to a purchase of DESIGNATED CAPACITY in
excess of NOMINATED CAPACITY at the time the commitment is made,
but not exceeding the maximum NOMINATED CAPACITY according to
Section 5.1 hereof.

          3.5  Capacity Credit.  PECO shall establish annually,
at the beginning of a PLANNING PERIOD, a CAPACITY CREDIT for such
PLANNING PERIOD in the following manner.  Except as provided in
Section 6.5 hereof, the CAPACITY CREDIT shall be $179 per MW day
for DESIGNATED CAPACITY received by PECO from the FACILITY less
the product of:
          (a)  $178 per MW day;
          (b)  1.5; and
          (c)  the greater of:
               (i)  zero (0); or
               (ii) the most recently calculated FACILITY EFOR
                    less the PERFOLMANCE STANDARD.
               In no event shall the CAPACITY CREDIT be less than
               $0 or more than $178 per MW.

          3.6 Initial EFOR  For any CALENDAR YEAR covering a
period of time preceding the COMMERCIAL OPERATION DATE, the
FACILITY EFOR shall be deemed to be ten percent (l0%) or the PECO
EFOR for that CALENDAR YEAR, whichever is less.  After the
COMMERCIAL OPERATION DATE, the FACILITY EFOR shall be calculated
according to the "GUS Reference Manual," using such deemed
FACILITY EFOR together with actual FACILITY data until three (3)
CALENDAR YEARS following the COMMERCIAL OPERATION DATE.

          3.7  PJM Acceptance.  SELLER shall operate the FACILITY
in accordance with PJ,M INTERCONNECTION requirements for
operating capacity and installed capacity credit, including those
rules

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specified in the GREEN BOOK.  PECO shall not b; obligated to
purchase DESIGNATED CAPACITY or pay any CAPACITY CREDIT under
this ADDENDUM if PECO is prohibited from using such DESIGNATED
CAPACITY in meeting its installed capacity obligations under the
PJM INTERCONNECTION AGREEMENT.  If such use of DESIGNATED
CAPACITY is limited1 PECO shall only be required to pay CAPACITY
CREDIT for the portion of DESIGNATED CAPACITY which is deemed to
satisfy PECO's installed capacity obligation under the PJM
INTERCONNECTION AGREEMENT.

          3.8  Planning.  PECO may, at its sole discretion,
include the NOMINATED CAPACITY of the FACILITY in PECO's future
planning.  Such inclusion shall not obligate PECO to purchase any
of said NOMINATED CAPACITY.  Any purchase of NOMINATED CAPACITY
by PECO from FACILITY after the term of this ADDENDUM shall be at
prices, terms and conditions agreed upon by PECO and SELLER.

                           ARTICLE IV
                      DAMAGES AND SECURITY

          4.1  Liquidated Damages  The PARTIES agree that after
acceptance of an ACTIVATION NOTICE, if (A) SELLER defaults under
the AGREEMENT, (B) the FACILITY fails to deliver energy and PECO
does not reasonably expect the FACILITY to be able to resume or
to begin deliveries of energy within three (3) years, or (C) the
COMMERCIAL OPERATION DATE has not occurred within one (1) year
after the date on which SELLER committed to supply DESIGNATED
CAPACITY pursuant to Section 3.3(b) hereof, then SELLER shall pay
liquidated damages to PECO in the amount of the product of:
          (a)  the greater of:
               (i) then DESIGNATED CAPACITY, or
               (ii) the maximum capacity SELLER agreed to supply
                   within the next three (3) years by accepting
                   an ACTIVATION NOTICE,
          (b)  three (3),
          (c)  three hundred sixty-five (365), and
          (d)  the greater of:
               (i) zero (0), or
               (ii) the then-effective PJM INTERCONNECTION
                   capacity credit in S/MW-day calculated under
                   Schedule 4.01 of the PJK INTERCONNECTION
                   AGREEMENT less $178.
Notwithstanding any of the above, if the FACILITY returns to
service and is able to deliver DESIGNATED CAPACITY in the manner
set forth in this ADDENDUM within three (3) years, PECO shall
repay a share of any liquidated damages received by PECO under

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this Section 4.1 or Section 4.2.  Such share shall be the amount
of liquidated damages actually received by PECO in excess of the
amount obtained by applying the method of this Section 4.1 to the
actual duration and amount of DESIGNATED CAPACITY not available
to PECO for purchase.

          4.2  Security.  To guarantee SELLER's performance of
its obligations under Section 4.1 hereof. SELLER shall provide a
CREDIT within thirty (30) days of accepting an ACTIVATION NOTICE,
in the amount designated by PECO in the ACTIVATION NOTICE. From
which PECO shall be entitled to draw any sum due as liquidated
damages under Section 4.1 hereof.  The CREDIT shall be payable by
an ISSUER in the City of Philadelphia on terms and conditions
acceptable to PECO.  PECO shall not unreasonably withhold
approval of any ISSUER or CREDIT.  The CREDIT shall be
established and structured to permit PECO to make multiple
demands for payment from the ISSUER, and shall require the ISSUER
to honor on sight. in immediately available funds and without
requiring PECO to submit documents to accompany PECO's draft or
demand for payment, any written demand by PECO for payment.  The
CREDIT shall be reviewed at the end of each PLANNING PERIOD. PECO
may designate a change at that time in the amount of the CREDIT1
which amount shall not exceed the then current amount of
potential liquidated damages calculated under Section 4.1 hereof.
Upon the failure of SELLER to provide such a CREDIT within ninety
(90) days after PECO designates a new CREDIT amount during the
term of this ADDENDUM, PECO shall have the right to withhold
payment to SELLER for DESIGNATED CAPACITY that SELLER delivers to
PECO and to apply such amounts to an escrow account until the
balance in the escrow account, when added to the amount. of the
CREDIT established hereunder, equals the required CREDIT amount.
Any amount remaining in such escrow account at the termination or
expiration of this ADDENDUM upon which PECO has no claim under
the terms of this ADDENDUM, shall be paid to SELLER with interest
at the prime rate specified in Section 14.4(a) of the AGREEMENT.

          4.3  Additional Remedies   In addition to PECO's right
to liquidated damages provided in Sections 4.1 and 4.2 hereof,
upon the occurrence of any of the events set forth in Section 4.1
hereof PECO shall have the further right to obtain capacity from
alternate sources and to cease payments to SELLER under this
ADDENDUM.  If SELLER cures the event causing action under this
Section 4.3, SELLER shall be restored to its full privileges
under this ADDENDUM.

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                            ARTICLE V
                            CAPACITY

          5.1  Nomination of Capacity.  SELLER plans to construct
a FACILITY expected to produce NET ELECTRIC OUTPUT of up to 119
MW with a COMMERCIAL OPERATION DATE of July 1, 1996.  SELLER
shall inform PECO of the status of and any changes to this plan.
After the COMMERCIAL OPERATION DATE the NOMINATED CAPACITY of the
FACILITY shall be 119 MW summer and 119 MW winter.  The NOMINATED
CAPACITY may be revised at any time by agreement of the PARTIES.
Prior to the COMMERCIAL OPERATION DATED PECO shall not purchase
any DESIGNATED CAPACITY from the FACILITY.

          5.2  Capacity Tests   SELLER shall conduct capacity
tests twice a year, once during the summer (June through August)
and once during the winter (December through February) periods,
in accordance with procedures specified by PECO.  The procedures
shall be based on and consistent with the GREEN BOOK.  PECO shall
have the right to require additional tests to meet specific PECO
needs that are not required by the GREEN BOOK.  PECO shall pay
all costs incurred by the SELLER for such additional tests.  PECO
shall be the sole judge of the tests required.

          5.3  Test Results.  If any test performed pursuant to
Section 5.2 hereof demonstrates that the FACILITY cannot achieve
the appropriate summer or winter NOMINATED CAPACITY set forth in
Section 5.1 hereof, a partial forced outage shall be recorded
from the beginning of the relevant test period prescribed in
Section 5.2 hereof and continuing until the FACILITY
satisfactorily proves the appropriate NOMINATED CAPACITY.

          5.4  Retest.  If SELLER is dissatisfied with the result
of a test described in Section 5.2, SELLER may request permission
to conduct a retest within ten (10) days of being notified of the
test result.  PECO shall not unreasonably withhold permission for
such a retest.  The result of the retest shall be binding upon
SELLER.  If such retest is not performed within fourteen (14)
days of PECO granting permission, then the result of the previous
test shall be binding upon SELLER.  The SELLER may request as
many retests as the test period permits.

          5.5  Failure to Test.  If SELLER fails to perform an
acceptable test required by Section 5.2 hereof, PECO may at its
sole discretion reduce the DESIGNATED CAPACITY of the FACILITY
which PECO purchases for one year after the latest date upon

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which an acceptable test could have been performed, or until the
FACILITY completes an acceptable test.

          5.6  Information Requirements.  SELLER shall, from time
to time, provide PECO with any information regarding operation of
the FACILITY required by PECO to fulfill its PJM INTERCONNECTION
obligations or other operating needs, and shall endeavor to
provide any historical information requested by PECO on intervals
as short as a quarter hour.  The information required includes
but is not limited to:
               (a)  During a Test Period
                    (i)  Gross Generation
                    (ii) Auxiliary Loads
                    (iii)Process Electrical Loads
                    (iv) Net Generation to PECO
               (b)  During Normal Operation
                    (i)  Gross Generation
                    (ii) Auxiliary Loads
                    (iii)Net Generation to PECO
                    (iv) Fuel Consumption

                           ARTICLE VI
                OUTAGE COORDINATION AND REPORTING

          6.1  Redundancy.  Certain sections of this ADDENDUM and
this Article VI in particular require actions or information from
the SELLER which are redundant to provisions of the AGREEMENT.
Restating requirements here does not imply a need to take
redundant actions or to provide redundant information, but is
done to collect in one location all the actions and information
required to implement the requirements of this ADDENDUM.

          6.2  Outage Coordination.  SELLER shall coordinate all
planned and maintenance outages with PECO.

          6.3  Outage Scheduling.  Unless otherwise directed by
PECO, SELLER shall periodically submit for PECO's approval, such
approval not to be unreasonably withheld, its planned maintenance
schedule conforming to Section 6.5 hereof, for the subsequent
thirty-six (36) months of operation.  SELLER shall revise its
planned and maintenance outage dates upon PECO's request for such
changes

          6.4  Operating Information.  Except for forced outages
which require the immediate removal of equipment from service to
avoid either damage to equipment or risk to personnel or the


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public, SELLER shall coordinate daily operation of the FACILITY
with PECO, as required by Section 592 hereof and good electrical
system operating practice.  This includes notifying PECO's System
Operations Group of any change in operating capability or removal
of equipment from service which results in full or partial
reductions of FACILITY operating capability.

          6.5  Peak Season Outages.  After accepting an
ACTIVATION NOTICE, SELLER shall schedule planned outages so that
no portion of any such planned outage shall occur during the PEAK
SEASON, without the prior written consent of PECO.  PECO shall
not be obligated to approve requests for planned outages during
such periods.  PECO shall have the right, upon one (1) year's
notice, to revise the months or days during which SELLER shall
not schedule a planned outage.  If the FACILITY is wholly or
partially unavailable due to a planned or maintenance outage
during the PEAK SEASON, PECO shall not be required to pay SELLER
for any DESIGNATED CAPACITY purchased by PECO from the FACILITY
during such an outage.

          6.6  Reporting.  SELLER shall comply with all PECO and
PJM INTERCONNECTION generating unit outage reporting requirements
as revised from time to time.  PECO will advise SELLER of such
requirements and any changes.  PECO shall have the right to audit
FACILITY operating and maintenance logs upon twenty-four (24)
hours notice.

          6.7  Forced Outage Reporting.  SELLER shall notify
PECO's System. Operations Group of the occurrence, nature and
expected duration of any forced outage as soon as practical but
not later than one (1) hour after the forced outage begins.
SELLER shall thereafter promptly inform PECO1s System Operations
Group of any change in the expected duration of the forced outage
unless relieved of this obligation by PECO's System Operations
Group for the duration of that forced outage.

          6.8  Monthly Outage Reporting.  Within five (5) working
days after the end of each month, SELLER shall report to PECO all
full or partial planned, maintenance or forced outages and any
miscellaneous adjustments that occurred during the preceding
month.  Data shall be presented according to the PJM
INTERCONNECTION'S "Generating Unit Outage Data Reporting
Instructions," as revised from time to time.

          6.9  Dispatch.  SELLER shall, within thirty (30)
minutes after notification by PECO, deliver energy to PECO at the

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AVAILABLE CAPACITY level, and shall continue to deliver energy at
that level until released by PECO.  Each such period, commencing
thirty (30) minutes after such a notification and ending upon
such a release by RECO, shall be known as a DISPATCH PERIOD.  The
scheduling of DISPATCH PERIODS shall be at the sole discretion of
PECO, except that (A) a DISPATCH PERIOD shall not exceed sixteen
(16) hours in duration and (B) shall not schedule more than
twenty (20) DISPATCH PERIODS in a Calendar Year.  After accepting
an ACTIVATION NOTICE, if SELLER fails to attain and maintain the
level of its AVAILABLE CAPACITY during any DISPATCH PERIOD, the
payment under Section 7.1 for the month in which such failure
occurs shall be reduced by:
               (a)  the CAPACITY CREDIT, multiplied by
               (b)  the number of days in that month, multiplied
                    by
               (c)  the greatest UNDISPATCHED CAPACITY curing any
                    DISPATCH PERIOD in that month.  UNDISPATCHED
                    CAPACITY means:
                    (i)  AVAILABLE CAPACITY in effect at the time
                         PECO notifies SELLER of a DISPATCH
                         PERIOD, minus
                    (ii) the total amount of energy delivered
                         during that DISPATCH PERIOD divided by
                         the duration of the DISPATCH PERIOD.
In addition to such reduction in payments and regardless of
whether or not SELLER has accepted an ACTIVATION NOTICE, SELLER
shall record a forced outage for the difference between the
AVAILABLE CAPACITY and the level of delivery actually attained.
Such forced outage shall remain in effect until the FACILITY
delivers energy at the AVAILABLE CAPACITY.

          6.10 Minimum Generation.  During a LIGHT LOAD
CONDITION, SELLER shall, upon notice from PECO, reduce FACILITY
output during the LIGHT LOAD CONDITION to zero or such other
level designated by PECO.  If FACILITY output exceeds the level
designated by PECO during any day or part thereof during the
LIGHT LOAD CONDITION, the payment due SELLER under Section 7.1
hereof shall be reduced on a daily basis by the product of:
          (a)  $178 per MW; and
          (b)  the greater of:
               (i)  zero (0); or
               (ii) the average output of the FACILITY during the
                    output level designated by PECO under this
                    Section 6.10.

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          6.11 Waiver.  PECO may waive any of the testing or
reporting requirements under this Article VI by providing written
notice to SELLER.

                           ARTICLE VII
                       BILLING AND PAYMENT

          7.1  Billing and Payment.  Within 30 days of the end of
each BILLING MONTH, PECO shall prepare a statement showing for
each day in the BILLING MONTH at least:
          (a)  the capacity purchased, being the DESIGNATED
               CAPACITY as adjusted by Sections 3.7 and 6.5
               hereof;
          (b)  the CAPACITY CREDIT as determined in Section 3.4
               hereof; and
          (c)  the product of (a) and (b) above.
               With each such statement, PECO shall include
               payment in the sum of (c) above, less (i) the
               administrative charge specified in Section 7.2
               hereof, (ii) any UNDISPATCHED CAPACITY charge
               specified in Section 6.9 hereof, and (iii) any
               minimum generation charge specified in Section
               6.10 hereof.

          7.2  Administrative Charge.  PECO shall reduce its
payments under this ADDENDUM by an administrative charge of $200
per month, which shall be updated and increased periodically by a
percentage related to the annual percentage change in PECODS
wages or regular and probationary employees.  In the event the
administrative charge is greater than the payment for DESIGNATED
CAPACITY, SELLER shall be responsible for and pay to PECO the
difference within thirty (30) days of the issuance of the billing
statement.  No administrative charge shall be assessed for months
during which FECO purchases no DESIGNATED CAPACITY from SELLER.

          7.3  Late Charges.  Interest on unpaid amounts shall
accrue according to Section 14.4 of the AGREEMENT.

                          ARTICLE VIII
                    RELATIONSHIP TO AGREEMENT

          8.1  General.  This ADDENDUM is an addition or
supplement to the AGREEMENT and shall be governed by all the
terms and conditions of the AGREEMENT, unless specifically
provided otherwise in this ADDENDUM.

          8.2  Regulatory Approval.  The effectiveness of this
ADDENDUM is contingent upon the PUC allowing PECO to recover the

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costs incurred under the AGREEMENT pursuant to the COST RECOVERY
PETITION as specified in Section 2.2 of the AGREEMENT.

                           ARTICLE IX
                          MISCELLANEOUS

          9.1  Affiliated Interest.  The effectiveness of this
ADDENDUM is contingent upon the PUC approving an affiliated
interest filing with respect to this ADDENDUM.  PECO will submit
such filing with the PUC within sixty (60) days of the effective
date of this ADDENDUM with a request it be promptly approved.

          9.2  Non-Reliance.  After the eighth anniversary of the
effective date of this ADDENDUM, the SELLER may terminate this
ADDENDUM without any further obligation to PECO by ninety (90)
days written notice to PECO, if PECO has never tendered an
ACTIVATION NOTICE to the SELLER.

          IN WITNESS WHEREOF, the PARTIES have ADDENDUM to be
executed as of the day and year first above written.

PHILADELPIA ELECTRIC COMPANY

Attest: /s/                        By: /s/ William Smith III
                                           William R. Smith, III
            Secretary                      Vice President


GRAYS FERRY COGENERATION PARTNERSHIP:


Attest: /s/                        By: /s/ Robert A. Shinn
                                           Robert A. Shinn
                                           Vice President
                                           O'Brien (Schuylkill)
                                             Cogeneration, Inc.

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<PAGE>

                           Appendix A

              Contingent Capacity Purchase Addendum

                             To The

            Agreement For Purchase Of Electric Output

                              with

              Grays Ferry Cogeneration Partnership



1.   CCP Addendum dated as of September 17, 1993 between GFCP and
     PECO regarding Phase I, with a capacity of 31 MW.

2.   No Other Contracts.

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