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                                                               EXHIBIT 3.4.2

                   CONSENT, WAIVER AND AMENDMENT NO. 2

                          AMENDED AND RESTATED
                     LIMITED PARTNERSHIP AGREEMENT

                                   OF

                        LSP-Cottage Grove, L.P.


     This CONSENT, WAIVER AND AMENDMENT NO. 2 dated March 20, 1998 (this 
"Agreement") to that certain AMENDED AND RESTATED LIMITED PARTNERSHIP 
AGREEMENT dated as of June 30, 1995 by and among LSP-Cottage Grove, Inc.
("LSP-CG"), a Delaware corporation, as the general partner, and Granite
Power Partners, L.P. ("Granite"), a Delaware limited partnership and TPC
Cottage Grove, Inc. ("TPC"), a Delaware corporation as the limited partners
(as amended by Amendment No. 1 dated as of June 18, 1996, the "Partnership
Agreement"), is made by each of LSP-CG, Granite, TPC and Cogentrix Cottage
Grove, LLC ("Cogentrix CG"), a Delaware limited liability company.  
Capitalized terms used herein and not defined shall have the meaning set 
forth for such terms in the Partnership Agreement. 

                           W I T N E S S E T H:

     WHEREAS, pursuant to that certain Securities Purchase Agreement dated
as of March 20, 1998 by and among Granite, LS Power Corporation, Cogentrix
Mid-America, Inc., Cogentrix CG and Cogentrix Whitewater, LLC, Granite 
desires to sell to Cogentrix CG all of the capital stock of LSP-CG and all
of its Interest in the Partnership (such transaction, the "Sale");

     WHEREAS, TPC Funding LLC, a Delaware limited liability company and an
affiliate of TPC ("TPC Funding"), intends to enter into a bridge loan and 
subsequent Rule 144A financing transaction which will require that, among 
other things, TPC pledge its Interest in the Partnership as collateral 
security to one or more financial institutions as agent(s) or collateral
agent(s) for the benefit of such institutions and one or more creditors
(such transaction, the "Tomen Financing");

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     WHEREAS, the terms and conditions of the Partnership Agreement provide
for certain consents and approvals in connection with transactions such as
the Sale and the Tomen Financing; and

     WHEREAS, the parties hereto desire to grant certain consents, waivers
and amendments in order (i) to permit the Sale and to admit Cogentrix CG as
a Partner upon consummation of the Sale and (ii) to permit TPC's pledge in
connection with the Tomen Financing; 

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree, effective
as of the date first written above, as follows:

                               ARTICLE I

                         WAIVERS AND CONSENTS

          Section 1.1  Right of First Offer.  Notwithstanding Section 7.8 of
the Partnership Agreement, each of TPC, LSP-CG and Granite hereby 
unconditionally and irrevocably waives its respective right of first offer
with respect only to the Sale as described herein and consents to the Sale.

          Section 1.2  Transfers of Partnership Interests--the Sale.  
Pursuant to, and notwithstanding the terms of, Article VII of the Partnership
Agreement, including without limitation, Sections 7.1(b), 7.1(c)(iv), 7.2 
and 7.7 thereof, LSP-CG, Granite and TPC each hereby waive any prohibitions
to the Sale contained therein and hereby consent to the Sale in all respects,
including without limitation (i) the admission of Cogentrix CG as a Limited 
Partner and substitution of Cogentrix CG for Granite for all purposes of the
Partnership Agreement on identical terms and conditions as Granite and 
(ii) the fact that Cogentrix CG, pursuant to the Sale, shall own 100% of the 
capital stock of the General Partner.  In connection therewith, the General
Partner hereby acknowledges that it has received adequate assurances, and 
Cogentrix CG hereby renders assurance to the General Partner and to TPC that,
as required under the Partnership Agreement, Cogentrix CG, by virtue of and 
as of the date of execution of this Agreement, agrees to be bound by all of
the terms and conditions of the Partnership Agreement. 

          Section 1.3  Transfers of Partners Interests--the Tomen Financing.
Pursuant to, and notwithstanding the terms of, Article VII of the 

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Partnership Agreement, including without limitation Section 7.1 thereof, 
as of the date of execution of this Agreement, LSP-CG and Cogentrix CG each
hereby waive any prohibitions to the Tomen Financing contained therein and 
hereby consent to the pledge of all or any portion of the Interest by TPC 
pursuant to the Tomen Financing including but not limited to a collateral 
assignment of TPC's rights to receive distributions relating to the TPC 
Interest from the Partnership from time to time and an irrevocable direction
by TPC instructing the General Partner to pay over all such distributions to
one or more financial institutions as agent(s) or collateral agent(s) for the
benefit of such institutions and one or more creditors; provided, however, 
that notwithstanding any provision of this Agreement, no pledge, assignment,
direction or other action by TPC of or relating to its Interest under this 
Section 1.3 shall violate or result in a violation of Section 7.1(c) of the
Partnership Agreement.  TPC acknowledges and agrees that LS Power is 
assigning the Management Services Agreement to Cogentrix Energy, Inc.  

          Section 1.4  Cooperation in Tomen Financing.  Each of LSP-CG, 
Granite and Cogentrix CG, for itself and as agent on behalf of its 
Affiliate, Cogentrix Mid-America, Inc., acknowledges and agrees that it 
will provide such reasonable cooperation, assistance and information to TPC
as TPC may reasonably request from time to time in connection with the Tomen 
Financing.

          Section 1.5  Name Change.  Each of Granite and TPC acknowledge,
agree and consent to the change of the name of the Partnership and LSP-CG to
"Cogentrix-Cottage Grove, L.P." and "Cogentrix-CG, Inc." respectively 
(or other similar derivations thereof) which shall occur on or before 180 
days after the closing of the Sale.  TPC, for itself and as agent on behalf
of its Affiliate, TPC Funding, acknowledges and agrees that it will provide 
such reasonable cooperation, assistance and information to Cogentrix CG as 
Cogentrix CG may reasonably request from time to time in connection with the
name change contemplated by this Section 1.5.

          Section 1.6  Community Contributions.  Cogentrix CG agrees that it
shall cause the General Partner of the Partnership in good faith to work to
establish a program whereby the Partnership shall apply funds representing 
the annual difference between (i) $500,000 and (ii) the (x) real estate 
taxes, (y) personal property taxes and (z) sales taxes which may be levied 
upon any construction equipment purchased under the Second Amended and 
Restated Turnkey Construction Agreement dated as of April 11, 1995 between 
the Partnership and Westinghouse Electric Corporation, as amended (all as 
may be due and payable by the Partnership), towards certain expenditures or 
projects which inure to the good of the local Cottage Grove community.  TPC 
hereby acknowledges and agrees that the establishment of such a program is 
within the authority of the General Partner of the Partnership, does not 
require any consent of TPC under the Partnership Agreement and TPC does not 
have, and hereby waives, the right to make any objections or require consent
in the future with respect thereto. 


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                               ARTICLE II

                               AMENDMENTS

          Section 2.1  Exhibit A.  Exhibit A (Partners' Percentage Interest)
to the Partnership Agreement is hereby deleted in its entirety and replaced
with Exhibit A attached hereto.

          Section 2.2  Section 2.1(c)(i)--Conversion to Achievement of a
14.0 Percent Return.  The parties hereto agree that no adjustment to the TPC
Cottage Grove, Inc. Partnership Interest is necessary and that no such 
adjustment has been or shall be made.

          Section 2.3  Section 2.1(c)(iii)--Following Achievement of a 
Fourteen Percent (14.0%) Return.  Section 2.1(c)(iii) of the Partnership 
Agreement is hereby amended by deleting "or" in the next to last line of 
such section and inserting "and (iii) if a Refinancing shall have occurred,"
in lieu thereof.

          Section 2.4  Notices.  Section 10.1 of the Partnership Agreement 
is hereby amended by deleting the notice address for the Partnership and 
LSP-CG in the second paragraph and inserting the following in lieu thereof:

     LSP-Cottage Grove, Inc.
     c/o Cogentrix Cottage Grove, LLC
     c/o Cogentrix Energy, Inc.
     9405 Arrowpoint Boulevard
     Charlotte, NC 28273
     Attention:  General Counsel
     Telephone:  (704) 525-3800
     Fax:        (704) 529-1006

          Section 2.5  Confidentiality.  Section 10.22 of the Partnership
Agreement is hereby deleted in its entirety and replaced by the following:

     Confidentiality.  Each Partner agrees to treat in a confidential manner
all information it receives from the Partnership concerning the Partnership
and shall not disclose such information to any Person other than (i) to 

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its employees, attorneys or agents and then only to the extent such 
disclosure, in the good faith determination of such Partner, is necessary 
for the performance of the duties or responsibilities of such Persons,
(ii) in connection with any action, litigation or proceeding arising out of
or in connection with the Partnership Agreement or the other documents 
delivered hereunder or the enforcement hereof or thereof (provided, however, 
no information concerning the Partnership received by such Partner hereunder
may be used or furnished in connection with any other contemplated 
litigation, proceeding or any governmental investigation, except as 
permitted by subsections (iii) and (iv) of this Section 10.22), (iii) to
any banking, governmental or regulatory body having jurisdiction over it,
(iv) as may be required by law, applicable regulation or subpoena, in which
case such Partner, to the extent practicable and permitted by law, shall 
notify promptly the Partnership of such disclosure (other than disclosure 
made by any Partner pursuant to subsection (iii) above), (v) to the extent 
any such information is in or becomes part of the public domain otherwise, 
or (vi) as may be reasonably necessary in connection with a financing 
transaction to be entered into by a Partner or any Affiliate thereof.


                              ARTICLE III

                             MISCELLANEOUS

          Section 3.1  Entire Agreement.  This Agreement supersedes all prior
agreements and understandings among the parties hereto with respect to the 
subject hereof.

          Section 3.1 Modification.  This Agreement may be modified only upon
the prior written consent of each party hereto.

          Section 3.2  Severability.  If any provision of this Agreement 
shall be held to be invalid, illegal or unenforceable, the validity, 
legality or enforceability of the remaining provisions shall not in any way 
be affected or impaired thereby.

          Section 3.4  Further Assurances.  Each party shall execute such 
deeds, assignments, endorsements, evidences of Transfer and other 
instruments and documents and shall give such further assurances as shall 
be reasonably necessary to perform its obligations hereunder.

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          Section 3.5  Governing Law.  This Agreement shall be governed by 
and construed in accordance with the internal laws of the State of Delaware 
and without reference to any conflict of law or choice of law principles of 
the State of Delaware that might apply the law of another jurisdiction.

          Section 3.6  Counterparts.  This Agreement may be executed in any 
number of counterparts or with counterpart signature pages, each of which 
shall be deemed an original, but all of which shall constitute one and the 
same instrument.

          Section 3.7  Limitation on Rights of Others.  No Person other than
a Partner and its successors and permitted assigns is, nor is it intended 
that any such other Person be treated as, a direct, indirect, intended or 
incidental third party beneficiary of this Agreement for any purpose 
whatsoever, nor shall any other Person have any legal or equitable right,
remedy or claim under or in respect of this Agreement.

          Section 3.8  Gender; Number.  As used in this Agreement, the 
masculine, feminine or neuter gender, and the singular or plural number, 
shall be deemed to be or include the other genders or number, as the case 
may be, whenever the context so indicates or requires.

          Section 3.9  Successors and Assigns.  This Agreement shall be 
binding upon and inure to the benefit of the parties hereto and their 
respective successors and permitted assigns.

          Section 3.10  Exhibits.  All exhibits referenced in this Agreement
shall be incorporated herein by such reference and shall be deemed to be a 
integral part hereof.

          Section 3.11  Certain Remedies.  Each Partner and the Partnership 
shall be entitled to all remedies at law and equity for breach of this 
Agreement.  Each Partner further acknowledges that specific performance is 
an appropriate remedy for breach of any obligation hereunder. 


                 [REMAINDER OF PAGE INTENTIONALLY BLANK]

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           IN WITNESS WHEREOF, the parties hereto have duly executed this 
Agreement as of the day and year first above written.

                                    GENERAL PARTNER:

                                    LSP-COTTAGE GROVE, INC.

                                    By: /s/ Michael Liebelson
                                        ---------------------
                                    Name:  Michael Liebelson
                                    Title: Managing Director


                                    LIMITED PARTNERS:

                                    GRANITE POWER PARTNERS, L.P.
                                    by its general partner
                                    LS POWER CORPORATION


                                   By: /s/ Michael Liebelson
                                       ----------------------
                                   Name:  Michael Liebelson
                                   Title: Managing Director


                                   TPC COTTAGE GROVE, INC.


                                   By: /s/ Masahiro Ishii
                                       --------------------
                                   Name:  Masahiro Ishii
                                   Title: Executive Vice President

                                   COGENTRIX COTTAGE GROVE, LLC


                                   By: /s/ James R. Pagano
                                       -----------------------
                                   Name:  James R. Pagano
                                   Title: President

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                               EXHIBIT A


                     PARTNERS' PERCENTAGE INTEREST

                                                    Percentage
     Partner                                         Interest
     -------                                        ----------

     General Partner
     ---------------

     LSP-Cottage Grove, Inc.                              1%

     Limited Partners
     ----------------

     Cogentrix Cottage Grove, LLC                     72.22%

     TPC Cottage Grove, Inc.                          26.78%
                                                     -------
          Total                                      100.00%

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