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                                                               EXHIBIT 3.6.1


                   CONSENT, WAIVER AND AMENDMENT NO. 1

                          AMENDED AND RESTATED
                     LIMITED PARTNERSHIP AGREEMENT

                                   OF

                   LSP-Whitewater Limited Partnership


          This CONSENT, WAIVER AND AMENDMENT NO. 1 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-Whitewater I, Inc.
("LSP-WW"), a Delaware corporation, as the general partner, and Granite 
Power Partners, L.P. ("Granite"), a Delaware limited partnership and TPC 
Whitewater, Inc. ("TPC"), a Delaware corporation as the limited partners, is 
made by each of LSP-WW, Granite, TPC and Cogentrix Whitewater, LLC 
("Cogentrix WW"), 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 WW and Cogentrix Cottage Grove, LLC,
Granite desires to sell to Cogentrix WW all of the capital stock of LSP-WW 
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 WW 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-WW 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-WW, 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 WW as a Limited 
Partner and substitution of Cogentrix WW for Granite for all purposes of the
Partnership Agreement on identical terms and conditions as Granite and 
(ii) the fact that Cogentrix WW, 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 WW hereby renders assurance to the General Partner and to TPC that,
as required under the Partnership Agreement, Cogentrix WW, 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 Partnership

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Agreement, including without limitation Section 7.1 thereof, as of the date 
of execution of this Agreement, LSP-WW and Cogentrix WW 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-WW, 
Granite and Cogentrix WW, 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-WW to
"Cogentrix-Whitewater, L.P." and "Cogentrix-WW, 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 WW as 
Cogentrix WW may reasonably request from time to time in connection with the 
name change contemplated by this Section 1.5.

 
                               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.

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          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
Whitewater, 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-WW in the second paragraph and inserting the following in lieu thereof:

     LSP-Whitewater, Inc.
     c/o Cogentrix Whitewater, 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 
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, 

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

          Section 3.3  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.

          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.

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          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. 





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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-WHITEWATER I, 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: Michael Liebelson


                                     TPC WHITEWATER, INC.


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

                                     COGENTRIX WHITEWATER, 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-Whitewater I, Inc.                              1%

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

     Cogentrix Whitewater, LLC                       73.17%

     TPC Whitewater, Inc.                            25.83%
                                                    -------     

          Total                                     100.00%

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