SECURITIES AND EXCHANGE COMMISSION
                                          EXHIBIT 4.10(a)
                                                         
                              
                              
     AMENDMENT TO NOTES AND TO AMENDED AND RESTATED DEBT
     SERVICE RESERVE LETTER OF CREDIT AND REIMBURSEMENT
                          AGREEMENT
                              
          This AMENDMENT TO NOTES AND TO AMENDED AND
RESTATED DEBT SERVICE RESERVE LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT dated as of October 13, 1998
(this "Amendment") by and among SALTON SEA FUNDING
CORPORATION, a Delaware corporation (the "Borrower");
CREDIT SUISSE FIRST BOSTON, New York Branch (formerly
known as Credit Suisse)(in its individual capacity as
"Initial Bank"); CREDIT SUISSE FIRST BOSTON, New York
Branch (formerly known as Credit Suisse), DRESDNER BANK,
A.G., New York Branch, PARIBAS (formerly known as Banque
Paribas), New York Branch and THE FUJI BANK, LIMITED
(each a "Bank" and collectively the "Banks"); and CREDIT
SUISSE FIRST BOSTON, New York Branch (formerly known as
Credit Suisse), as Agent (in such capacity, together with
its successors in such capacity, the "Agent") for the
Banks.

                    W I T N E S S E T H :
                              
          WHEREAS, Pursuant to an Indenture dated as of
July 21, 1995 (as amended, supplemented or modified by
the First Supplemental Indenture dated as of October 18,
1995, the Second Supplemental Indenture dated as of June
20, 1996, the Third Supplemental Indenture dated as of
July 29, 1996 and the Supplemental Indenture referred to
below, the "Indenture") among the Borrower and Chase
Manhattan Bank and Trust Company, National Association,
as trustee (in such capacity, together with its
successors in such capacity, the "Trustee"), the Borrower
has authorized the creation of issues of nonrecourse
bonds, debentures, promissory notes and other evidences
of indebtedness to be issued in one or more series
(collectively, the "Securities"), the sale proceeds of
which are to be advanced to the Borrower pursuant to the
Indenture.

          WHEREAS, the Borrower and the Trustee have
entered into that certain Fourth Supplemental Indenture
dated as of October 13, 1998 (the "Supplemental
Indenture") to provide for the issuance of one additional
series of bonds in accordance with Article 2 of the
Indenture.

          WHEREAS, on July 21, 1995 and on June 20, 1996
the Borrower issued securities (the "Existing
Securities") under the Indenture.  On the date of this
Amendment, pursuant to the terms of the Supplemental
Indenture, the Borrower will issue the additional
securities described therein (the "Offered Securities").

          WHEREAS, in connection with the issuance of the
Existing Securities, the Borrower and the Initial Bank
entered into the Amended and Restated Debt Service
Reserve Letter of Credit and Reimbursement Agreement
dated as of June 20, 1996, together with a Supplement
dated concurrently therewith (the "Agreement") pursuant
to which the Initial Bank issued a letter of credit (the
"Original Debt Service Reserve Letter of Credit").

          WHEREAS, in connection with the issuance of the
Offered Securities, the Borrower has requested that the
Banks increase the Commitment and that the Initial Bank
issue and exchange for the Original Debt Service Reserve
Letter of Credit, and the Banks participate in, and
Initial Bank is willing to issue and the Banks are
willing to participate in, the Debt Service Reserve
Letter of Credit upon the terms and conditions
hereinafter set forth, it being the intention of the
Banks to amend and modify the Agreement as herein
provided.

          NOW, THEREFORE, in consideration of the
foregoing, and subject to the terms and conditions herein
set forth, the parties hereto agree as follows:

A.   Definitions.

          Terms used in the preamble and recitals and
capitalized terms used herein, and not otherwise defined
herein, shall have the meanings assigned to them in the
Agreement.

B.   Amendments

          1.   The definition of "Outstanding Amount" is
hereby amended and restated to read in its entirety as
follows:

     "'Outstanding Amount' means, for any
     applicable period, the amount for such period
     set forth in Annex I or, at any time that the
     interest rate on the Securities has been
     adjusted pursuant to Section 2.2(b) of the
     Indenture, Annex II hereto, as the case may
     be, in the column under the caption 'Total
     Commitments,' and as the same may be reduced,
     increased or reinstated from time to time in
     accordance with the terms and provisions
     hereof."
     
          2.   Each of the Banks hereby consents to the
incorporation pursuant to Section 1.1 of the Agreement of
amendments to definitions under the Indenture as set
forth in the Supplemental Indenture which is attached
hereto as Exhibit 1.  Section 1.1(a) is hereby amended by
adding the following sentence at the end thereof:

     "The following terms have the meanings
     assigned to them in the Depository Agreement:
     'Debt Service Reserve Required Balance',
     'Debt Service Reserve Fund', 'Interest
     Payment Date', 'Principal Fund' and
     'Principal Payment Date'.
     
          3.   Section 2.1 is hereby amended by deleting
the words "opposite such Bank's name on the signature
pages hereof" in the sixth line of such section and
substituting therefor "in Annex I or Annex II hereto, as
applicable".  Annex I hereto is hereby added to the
Amended and Restated Debt Service Reserve Letter of
Credit and Reimbursement Agreement as Annex I.  Annex II
hereto is hereby added to the Amended and Restated Debt
Service Reserve Letter of Credit and Reimbursement
Agreement as Annex II.

          4.   Section 2.2(a) is hereby amended by
deleting the amount "$70,430,000" in the sixth line
thereof and substituting therefor "69,053,313".  Section
2.2(a) is hereby further amended by deleting the words
"Closing Date" in the two places they appear and
substituting therefore "October 13, 1998".  Section
2.2(a) is hereby further amended by adding the following
sentence at the end thereof:

     "Within each period set forth in Annex I
     or Annex II, as applicable, neither the
     Commitment of any Bank nor the total
     Commitments shall exceed that set forth
     for each such Bank or the total
     Commitments, respectively, in each such
     period."
     
          5.   Section 2.2(e) is hereby amended by
deleting the amount "$70,429,065" in the eighth line
thereof and substituting therefor "$69,053,313".

          6.   Section 2.3 is hereby amended by adding
the following new paragraph to the end of such section:

          "In order to maintain the anticipated
     reductions in the Commitment of The Fuji Bank,
     Limited, prior to the issuance of the Offered
     Securities and related amendments to the Financing
     Documents resulting therefrom, the Commitment and
     Commitment percentages for each Bank shall be as set
     forth in Annex I or Annex II, as applicable, hereto
     for each respective period described therein."
     
          7.   Section 2.5(c) is hereby amended by adding
the following to the end of such section:

     "in addition, for the period from and
     including December 1, 1998 to and including
     December 31, 1999, the Borrower shall pay to
     the Agent for the respective accounts of the
     Banks, quarterly in arrears on the same
     payment dates described in the immediately
     preceding clause, a fee equal to that
     described in the letter from the Borrower to
     the Agent dated June 20, 1996."
     
          8.   Section 2.6(a) is hereby amended by
correcting "3.5(j)" to read "3.5(i)".

          9.   Section 2.7(f) is hereby amended by
deleting the word "Bonds" and substituting therefor
"Securities".

          10.  Section 2.8(c) is hereby amended by
deleting clauses (i) and (ii) thereof and substituting
therefor "on a pro-rata basis among all such Loans.

          11.  Section 6.1(i) is hereby amended by adding
"(d)" between "(c)" and "(e)" in the fifth line thereof.

          12.  Section 9.1 is hereby amended by deleting
the word "or" at the end of clause (d)(ii), substituting
a "," therefor and adding the following clause (d)(iv)
after (d)(iii): "or (iv) reduction in Commitments set
forth in Annex I or Annex II hereto".

          13.  Section 9.2 is hereby amended by deleting
the address (i) "One Liberty Plaza, 165 Broadway, New
York, New York 10006, telephone (212) 238-2000,
telecopier (212) 238-2121" and replacing it with "5 World
Trade Center, 8th Floor, New York, New York 10048,
telephone (212) 322-0047, telecopier (212) 803-2079" and
(ii) by deleting the address "12 East 49th Street, 43rd
Floor, New York, New York, 10017, telephone (212) 238-
2000, telecopier (212) 238-5350" and replacing it with
"Eleven Madison Avenue, New York, New York, 10010,
telephone (212) 325-2000, telecopier (212) 325-8049"

          14.  Exhibit A is hereby amended and
restated in its entirety to read as Exhibit A
hereto.

          15.  Clause (i) of the first paragraph of the
Note issued on September 13, 1996 to Credit Suisse is
hereby amended in its entirety to read as follows:

          "The principal sum of Twenty Five Million Three
Hundred Thirty Thousand Seven Hundred Seventy Three
dollars ($25,330,773) and".

          16.  Clause (i) of the first paragraph of the
Note issued on September 13, 1996 to Dresdner Bank A.G.,
New York Branch, is hereby amended in its entirety to
read as follows:

          "The principal sum of Twenty Million Eight
Hundred Sixty Nine Thousand Four Hundred Seventy One
dollars ($20,869,471) and".

          17.  Clause (i) of the first paragraph of the
Note issued on September 13, 1996 to Paribas (formerly
known as Banque Paribas), New York Branch is hereby
amended in its entirety to read as follows:

          "The principal sum of Sixteen Million Eight
Hundred Fifty Five Thousand Eight Hundred Eighty Seven
dollars ($16,855,887) and".

          18.  Clause (i) of the first paragraph of the
Note issued on September 13, 1996 to The Fuji Bank,
Limited, is hereby amended in its entirety to read as
follows:

          "The principal sum of Nine Million Six Hundred
Ninety Seven Thousand Two Hundred Seventy Eight dollars
($9,697,278) and".

          19.  Pursuant to Section 8.1 of the Agreement,
each Bank hereby authorizes and instructs the Agent to
execute the Second Amendment to the Collateral Agency and
Intercreditor Agreement substantially in the form
attached hereto as Exhibit 2.

          
          
C.   Conditions Precedent.

     The obligation of the Initial Bank to issue the Debt
Service Reserve Letter of Credit and the effectiveness of
this Amendment is subject to the following conditions
precedent:

          (a)  The Agent shall have received the
     following, each dated on or before the date of this
     Amendment, unless otherwise specified below, in form
     and substance satisfactory to the Agent and in the
     number of originals or photostatic copies reasonably
     required by the Agent:
     
               (i)  this Amendment, duly executed by the
          Borrower and the Banks;
          
              (ii)  The Supplemental Indenture, as
          amended, supplemented or modified, duly
          executed by the parties thereto, in form and
          substance reasonably satisfactory to the Agent;
          
             (iii)  the Amended and Restated Deposit and
          Disbursement Agreement, dated as of October 13,
          1998, duly executed by the parties thereto, in
          form and substance reasonably satisfactory to
          the Agent;
          
              (iv)  the Second Amendment, dated as of
          October 13, 1998, to the Intercreditor
          Agreement, duly executed by the parties
          thereto, in form and substance reasonably
          satisfactory to the Agent;
          
               (v)  the Second Agreement Regarding
          Security Documents, dated as of October 13,
          1998, duly executed by the parties thereto, in
          form and substance reasonably satisfactory to
          the Agent;
          
              (vi)  written opinions of counsel, as to
          such matters as the Agent may reasonably
          request, in form and substance satisfactory to
          the Agent; and
          
             (vii)  a certificate of the Depositary Agent
          as to the incumbency and specimen signatures of
          the officers of the Depositary Agent authorized
          to make drawings, to execute and present
          certificates under the Debt Service Reserve
          Letter of Credit, and otherwise communicate
          with the Agent with respect thereto;
          
          (b)  all agreements referred to in Sections
     3.1(a)(ii), (iii) and (iv) remain in full force and
     effect and any conditions precedent to the
     amendments or supplements referred to therein shall
     have been satisfied;
     
          (c)  the Borrower shall have paid to the Agent
     for the benefit of Credit Suisse First Boston, New
     York Branch, Dresdner Bank, A.G., New York Branch
     and Paribas, (formerly known as Banque Paribas), New
     York Branch $50,841, $58,497 and $47,247,
     respectively, as an amendment fee;
     
          (d)  the Borrower shall have paid all accrued
     fees and expenses (as provided in Sections 2.5 and
     9.4 of the Agreement) of the Agent and the Banks
     (including the reasonable accrued fees and
     disbursements of counsel to the Agent and the
     Banks), to the extent that one or more statements
     for such fees and expenses have been presented for
     payment;
     
          (e) (i)   all conditions precedent under the
     Purchase Agreement, dated October 7, 1998, have been
     satisfied;
     
             (ii)   not less than $285,000,000 (less
     underwriting fees and transaction costs) in proceeds
     from the Offered Securities shall have been received
     by the Borrower thereunder; and
     
            (iii)   the Offered Securities shall have
     received investment grade ratings from both Rating
     Agencies;
     
          (f)  no Default or Event of Default shall have
     occurred and be continuing;
     
          (g)  all agreements and documents the delivery
     of which was made a condition precedent to issuance
     of the Debt Service Reserve Letter of Credit, as
     they may have been amended, supplemented or
     modified, remain in full force and effect except as
     contemplated herein or as otherwise required by the
     transactions contemplated herein;
     
          (h)  the Agent shall have received for
     cancellation, on or before the date of this
     Amendment, the Original Debt Service Reserve Letter
     of Credit;
     
          (i)  the Agent shall have received certified
     copies of the charter and bylaws of the Borrower or,
     in lieu thereof, a certificate from the Secretary of
     the Borrower certifying that such documents
     previously delivered to the Agent are true, correct
     and complete as of the date hereof;
     
          (j)  the Agent shall have received a
     certificate from the Secretary of the Borrower in
     respect of all corporate action taken by the
     Borrower in approving the execution, delivery and
     performance of this Amendment and stating that the
     resolutions previously adopted which authorized and
     approved the execution, delivery and performance of
     the Agreement are in full force and effect and have
     not been amended, rescinded or otherwise modified;
     
          (k)  the Agent shall have received a
     certificate of the Secretary of the Borrower which
     certifies the names and offices of the officers of
     the Borrower who are authorized to sign this
     Amendment, together with the true signatures of such
     officers;
     
          (l)  the Agent shall have received a good
     standing certificate with respect to the Borrower,
     as of a recent date prior to the effective date of
     this Amendment, from the Secretary of State of each
     of Delaware and California; and
     
          (m)  the Agent shall have received such other
     approvals, opinions, evidence and documents as it
     may reasonably request and which are customary for
     transactions of the type contemplated by this
     Amendment.
     
D.   Representations and Warranties.

          In order to induce the Agent, the Initial Bank
and the Banks to enter into this Amendment, the Borrower
represents and warrants to the Agent, the Initial Bank
and the Banks that (a) the execution, delivery and
performance of this Amendment and the documents
contemplated hereby are within the Borrower's power, have
been duly authorized by all necessary or proper action,
are not in contravention of, do not result in a breach
of, or constitute (with due notice or lapse of time or
both) a default under, any contractual obligation to
which the Borrower is a party or by which the property of
the Borrower is bound, do not and will not result in or
require the creation or imposition of any material Lien
upon any of the properties or assets of the Borrower, are
not in contravention of any provision of any law, do not
require the consent or approval of any governmental body,
agency, authority or any other person that has not been
obtained and a copy thereof furnished to the Agent, and
(b) no Event of Default or Default exists as of the date
hereof and no Event of Default or Default would result
from the execution, delivery or consummation of the
transactions contemplated by this Amendment.

          The Borrower hereby makes for the benefit of
the Agent and the Banks all of the representations and
warranties of the Borrower made in the Indenture, in the
form of such representations and warranties as they exist
on the date of this Amendment and as they may hereafter
be amended from time to time, but only to the extent that
the incorporation of any such amendments has been
consented to in accordance with Section 9.1 of the
Agreement.  Such representations and warranties are
incorporated herein by reference as if set forth at
length in this Amendment; provided that any reference to
the Funding Corporation shall be deemed to be a reference
to Borrower; each reference to the term "Securities"
shall be deemed to include the Obligations; and each
reference to the term "Indenture" shall be deemed to be a
reference to the Agreement, as amended by this Amendment.

E.   Miscellaneous.

          1.  This Amendment shall be subject to the
provisions of Section 9.1 of the Agreement.  Without
limiting the generality of the foregoing, all of the
terms and conditions of the Agreement shall remain in
full force and effect except as specifically set forth
herein.  The Agreement shall, as the context so requires,
be read and construed throughout so as to incorporate
this Amendment.  All references to the Agreement in the
Notes shall be deemed to include the Agreement as amended
by this Amendment.

          2.  Each of the agreements and amendments set
forth herein shall be effective only in the specific
instances described herein and for the specific purpose
for which it was given, and nothing contained herein
shall be construed to limit or bar any rights or remedies
of the undersigned which they may have on any other
occasion.

          3.  The Borrower reaffirms its obligations
(pursuant to Section 9.4 of the Agreement) and agrees to
pay, on the date hereof or promptly thereafter, the
reasonable costs and expenses (including attorneys' fees
and expenses) incurred by the Agent in connection with
the consummation of the transactions contemplated under
this Amendment, including, without limitation, the
negotiation, preparation, execution and delivery of this
Amendment and all other related documents.

          4.  THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAW.

          5.  This Amendment may be executed in any
number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all of which
counterparts together shall constitute but one and the
same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers
thereunto duly authorized, as of the day and year first above
written, and by their signature evidence their consent to the
effectiveness of the modifications and amendments to the
provisions of the Agreement which are made herein, and further,
consent to the modifications and amendments to Schedule I to the
Depositary Agreement as they shall be in effect on the date
hereof.

                         
                         SALTON SEA FUNDING CORPORATION
                              By:  /s/  Craig M. Hammett
                                   Name:  Craig M. Hammett
                                   Title:  Senior Vice President

                              CREDIT SUISSE FIRST BOSTON,
                           New York Branch
                                (formerly known as Credit
                           Suisse), as Agent, Initial    Bank
                           and as a Bank
                           
                         
                         By:
                         Name:
                         Title:
                         
                         
                         By:
                         Name:
                         Title:
                         
                         
                         DRESDNER BANK AG, New York Branch,
                         as a Bank
                         
                         
                         By:
                         Name:
                         Title:
                         
                         
                         By:
                         Name:
                         Title:
                         
                              PARIBAS
                              (formerly known as Banque Paribas)
                              New York Branch,
                              as a Bank
                              
                         
                         By:
                         Name:
                         Title:
                         
                         
                         By:
                         Name:
                         Title:
                         
                         
                              THE FUJI BANK, LIMITED,
                              as a Bank
                              
                         
                         By:
                         Name:
                         Title:
                         
                         
                         By:
                         Name:
                         Title: