Exhibit 3.3

                             First Amendment to the
                              Amended and Restated
                  Limited Liability Company Operating Agreement
                                October 28, 2002


This First Amendment to the Amended and Restated Limited Liability Company
Operating Agreement, dated as of August 1, 2002 ("Limited Liability Company
Operating Agreement"), is made as of October 28, 2002 by and between MidAmerican
Energy Holdings Company and El Paso Merchant Energy North America Company
("Amendment No. 1").

WHEREAS, CE Generation, LLC (the "Company") and its members have determined it
to be desirable and in the best interest of the Company that the Company
decrease the number of Directors on the Board of Directors to four (4) members:

NOW THEREFORE, for good and valuable consideration, the receipt, of which is
hereby acknowledged, the parties agree as follows:

         1. Management.  Sections 6.1(a) and (b) of the Limited Liability
         Company Operating Agreement shall be amended and
         restated to read as follows:

         "6.1. Management. (a) Board of Directors. The Company shall be managed
         exclusively by or under the direction of a Board of Directors (the
         "Board"), consisting of four Directors, two of whom shall be appointed
         by the holders of the Class A Interests and two of whom shall be
         appointed by the holders of the Class B Interests; provided, that, no
         person appointed by the holders of the Class A Interests shall be an
         Electric Utility. Each Director and Officer of the Company is not a
         "manager" (within the meaning of the Act) of the Company. Following
         their appointment, Directors shall serve until (i) removal, (ii)
         resignation or (iii) election of a successor by the holders of the
         applicable class of Interests, whichever occurs first. Directors may be
         removed at any time, with or without cause, by the holders of the class
         of Interests appointing such Director.

         (b) Authority of the Board.  Except as provided in Section 6.2,

                  (i) The Board, acting as a group or through the Officers, has
                  sole authority to manage the Company and is authorized to make
                  any contracts, enter into any transactions, make and obtain
                  any commitments and take any and all actions on behalf of the
                  Company to conduct or further the Company's business. Any
                  action taken by the Directors or Officers on behalf of the
                  Company in accordance with the foregoing provisions shall
                  constitute the act of and shall serve to bind the Company;

                  (ii) Each Director has one vote in Board decisions;


                  (iii) Action by the Board requires either

                           (A) a resolution approved by the affirmative vote of
                  at least three of the Directors present at a meeting of the
                  Board, (1) scheduled by a prior act of the Directors or called
                  upon at least two business days' written notice signed by at
                  least two Directors or the President, and (2) with a quorum
                  present of at least three of the Directors, or

                           (B) a written action, signed by at least three of the
                  Directors."

        2. Except as expressly amended by this Amendment No. 1, the terms and
        conditions of the Limited Liability Company Operating Agreement shall
        remain in full force and effect.

In witness whereof, the parties hereto have executed this Amendment No. 1 as of
this 28th day October, 2002.



MIDAMERICAN ENERGY HOLDINGS COMPANY      EL PASO MERCHANT ENERGY NORTH
                                                 AMERICA COMPANY

By:  /s/ Paul J. Leighton                 By: /s/  John L. Harriosn
    ---------------------                    ----------------------
Name:    Paul J. Leighton                  Name:  John L. Harrison
Title:   Vice President                    Title: Senior Vice President
                                                  Chief Financial Officer
                                                    and Treasurer