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                                                               Exhibit 10.96.2

                                  AMENDMENT TWO

                  AMENDMENT TWO (this "AMENDMENT") dated as of August 17,
2000 by and between Collins Trust I (the "OWNER LESSOR") and Collins Holdings
EME, LLC (the "FACILITY LESSEE").

                  WHEREAS, the Owner Lessor and the Facility Lessee have
entered into that certain Facility Lease Agreement (T1), dated as of December
15, 1999 (as amended, supplemented or otherwise modified from time to time
and in accordance with the provisions thereof, the "FACILITY LEASE").

                  WHEREAS, the Owner Lessor, the Facility Lessee, Wilmington
Trust Company, Collins Generation I, LLC, Edison Mission Midwest Holdings
Co., Midwest, Midwest Funding LLC, Bayerische Landesbank International S.A.,
Bayerische Landesbank Girozentrale and Citibank, N.A. have entered into that
certain Participation Agreement (T1), dated as of December 15, 1999 (as
amended, supplemented or otherwise modified from time to time and in
accordance with the provisions thereof, the "PARTICIPATION AGREEMENT").

                  WHEREAS, Midwest desires to enter into the Leveraged Lease
Transaction;

                  WHEREAS, Midwest has requested, and the Owner Lessor and
the Facility Lessee have agreed, to amend and waive certain provisions of the
Facility Lease so as to permit the Leveraged Lease Transaction; and

                  WHEREAS, Midwest has requested, and the other parties to
the Participation Agreement have agreed, in that certain Amendment Three,
dated as of August 17, 2000, by and among the parties to the Participation
Agreement, ("AMENDMENT THREE TO THE PARTICIPATION AGREEMENT"), to amend and
waive certain provisions of the Participation Agreement so as to permit the
Leveraged Lease Transaction;

                  NOW, THEREFORE, the parties hereto agree as follows:

                  Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment, terms defined in the Facility Lease are used herein (and in the
introductions and recitals hereto) as defined therein.


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                  Section 2. AMENDMENT TO THE FACILITY LEASE. Subject to the
satisfaction of the conditions precedent specified in Section 3 below, but
effective as of the Amendment Effective Date, the Facility Lease shall be
amended as follows:

         (a) SECTION 16(h) of the Facility Lease shall be amended by inserting
         the following phrase immediately after the phrase "but excluding
         obligations arising under the Operative Documents" in the second line
         of SECTION 16(h) of the Facility Lease:

                  ", Synthetic Lease Liabilities, Powerton/Joliet Lease
                  Liabilities".

         (b) SECTION 16 of the Facility Lease shall be amended by adding
         SECTIONS 16(v), 16(w) and 16(x) to the Facility Lease as follows:

                  "(v) any of the Powerton/Joliet Lease Trusts (or the related
                  Lease Indenture Trustee (under, and as defined in the related,
                  Powerton/Joliet Lease Operative Documents) should have
                  commenced to exercise remedies in accordance with Section 17
                  of the Powerton/Joliet Leases to terminate any of the
                  Powerton/Joliet Leases and repossess any of the
                  Powerton/Joliet Lease Assets.

                  (w) Edison Mission Energy shall fail to make payment or fail
                  to perform its obligations under any Powerton/Joliet Lease
                  Guarantee or any Powerton/Joliet Lease Intercompany Note
                  within five Business Days after any such payment becomes due
                  in accordance with the terms thereof or hereof.

                  (x) any of the Powerton/Joliet Lease Guarantees or the
                  Powerton/Joliet Lease Intercompany Notes is declared
                  unenforceable or is terminated, or Edison Mission Energy or
                  any Powerton/Joliet Trust shall assert that any of the
                  Powerton/Joliet Lease Guarantees or the Powerton/Joliet Lease
                  Intercompany Notes to which it is a party shall no longer be
                  in full force and effect.".

                  Section 3. CONDITIONS PRECEDENT. This Amendment shall not
become effective until the date (the "AMENDMENT EFFECTIVE DATE") on which
each of the following conditions precedent has been satisfied or will be
satisfied contemporaneously with this Amendment becoming effective:



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         (a) Delivery to the parties hereto of this Amendment duly executed and
         delivered by each other party hereto;

         (b) All conditions precedent contained in Section 4 of Amendment Three
         to the Participation Agreement have been satisfied.

                  Section 4. MISCELLANEOUS. Except as expressly amended hereby,
         all of the terms and provisions of the Facility Lease are and shall
         remain in full force and effect. This Amendment may be executed in any
         number of counterparts, all of which taken together shall constitute
         one and the same instrument and any of the parties hereto may execute
         this Amendment by signing any such counterpart. This Amendment shall be
         governed by, and construed in accordance with, the law of the State of
         New York.


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their respective officers thereunto duly authorized.

                                     COLLINS HOLDINGS EME, LLC


                                     By: /s/ Maria Litos
                                         ---------------
                                      Name:    Maria Litos
                                      Title: Vice President and
                                      Assistant Secretary
                                      Date:    August 24, 2000


                                     COLLINS TRUST I

                                     By: Wilmington Trust Company,
                                         not in its individual capacity but
                                         solely as Owner Trustee


                                     By: /s/ James P. Lawler
                                         -------------------
                                      Name:    James P. Lawler
                                      Title:  Vice President
                                      Date:   August 24, 2000