EXHIBIT NO. 10.170



                        FIRST AMENDED

                  MEMORANDUM OF ASSOCIATION


                           OF THE


                  BHOTE KOSHI POWER COMPANY


                       PRIVATE LIMITED


                      KATHMANDU, NEPAL




                        FIRST AMENDED
                  MEMORANDUM OF ASSOCIATION
                             OF
          BHOTE KOSHI POWER COMPANY PRIVATE LIMITED
       Incorporated under the Company Act, 2021 (1964)


1.   NAME OF THE COMPANY

     The name of the Company shall be Bhote Koshi Power
     Company Private Limited.

2.   REGISTERED OFFICE OF THE COMPANY

     The registered office of the Company will be located in
     Tahachal Kathmandu District, Nepal.  The registered
     office may be changed with the approval of the
     concerned department of His Majesty's Government of
     Nepal (HMGN).  Branches and other business offices, may
     be established at other locations as required.
     However, under no circumstances may a registered
     office, branch or other business office of the Company
     be established in the United States.

3.   DEFINITIONS:

     In this Memorandum of Association unless repugnant to
     the subject or context

          "AFFILIATE(S)" shall mean any person or
          entity that directly or indirectly
          (through one or more intermediaries)
          controls or is controlled by or under
          common control with the party specified.
          For purposes of this definition, control
          of a person or entity means the power,
          direct or indirect, to cause or determine
          the direction of the management and
          policies of such person or entity (whether
          by ownership of securities, contract or
          otherwise);

          "AGREEMENT" means the Amended and Restated
          Joint Venture Agreement dated as of the
          Financial Closing Date, among the Nepali
          Party and Foreign Parties;

          "ARTICLES" means the Amended and Restated
          Articles of Association of the Company and
          amendments made thereto from time to time;

          "FINANCIAL CLOSING DATE" means the date on
          which IFC makes an initial disbursement.

          "FOREIGN PARTIES" means Panda of Nepal,
          International Finance Corporation and RDC
          of Nepal;

          "HMGN" means His Majesty's Government of
          Nepal, its agencies or departments;

          "IFC" means International Finance
          Corporation, an international organization
          established by Articles of Agreement among
          its member countries.

          "NEA" means the Nepal Electricity
          Authority and its successors and assign;
          and

          "NEPALI PARTY" means Himal International
          Power Corp. Ltd., a Party to the
          Agreement.

4.   MAIN OBJECTIVES

     4.1  The main objectives of Bhote Koshi Power Company
          Private Limited shall be as follows:

          a.   To develop, construct, own and operate the
               Upper Bhote Koshi Hydroelectric Project.

          b.   To sell the generated power to NEA, HMGN or
               its representatives, directly to consumers,
               both local and foreign, and others.

          c.   To build transmission lines to transmit power
               from the Upper Bhote Koshi Hydroelectric
               Project to the NEA power grid or other points
               of supply whether through the NEA system or
               otherwise.

     4.2  Activities to be carried out for fulfillment of
          the above-mentioned objectives.

          a.   To carry out the activities which are related
               to the objectives or the functions of the
               Company as provided in Section 4.1, and such
               other activities which the Company deems
               necessary for the fulfillment of its
               objectives, subject to the prevailing laws of
               Nepal;

          b.   To purchase or acquire buildings and land on
               mortgage, lease, exchange, contract or
               otherwise for the purposes of the Company and
               to use and deal with them in such manner as
               the Company deems fit;

          c.   To import, purchase and maintain goods, raw
               materials, machines and equipment required by
               the Company subject to the prevailing laws of
               Nepal;

          d.   To acquire, possess and use movable or
               immovable properties for the purpose of the
               Company;

          e.   To borrow money to fulfill the need for the
               required funding of the Company from national
               and foreign banks and financial institutions
               and to conclude necessary agreements for the
               same, subject to the prevailing laws of
               Nepal;

          f.   To obtain consultancy services on any  matter
               relating to the business of the Company and
               to conclude appropriate management or other
               agreements with national or foreign
               institutions, firms and companies;

          g.   To purchase, lease or otherwise obtain
               vehicles required for the purpose of the
               Company and to use them for the business of
               the Company;

          h.   To pay all expenses incurred for the
               incorporation of the Company;

          i.   To bear all expenditures for advertisement
               required for promotion of the Company;

          j.   Subject to the prevailing laws of Nepal, to
               establish a public relations and business
               promotion arm for furthering of the business
               of the Company, to bear required expenses for
               the same and to correspond and otherwise deal
               with national and international organizations
               and institutions in this regard;

          k.   To open bank accounts with national and, with
               prior approval, foreign banks and operate
               such accounts with them;

          l.   To employ managers, staff and workers
               required for the efficient and effective
               operation of the Company, and subject to the
               prevailing laws to determine their service
               conditions and facilities (including salaries
               and allowances), to prescribe their
               functions, rights and duties, and to suspend
               or dismiss such employees;

          m.   To file or defend a suit on behalf or against
               the Company, its officers and employees in
               matters where the Company's interest is
               involved and to compromise such suit or
               claim and to settle the dues or claims made
               for or against the Company, and to grant or
               obtain extension time for such settlement;

          n.   To purchase and invest in shares and
               debentures of any other company;

          o.   To arrange for appropriate study and training
               programs within and outside Nepal for the
               career development of employees, technicians
               and other and as required for the Company's
               business; and

          p.   To perform all such other functions required
               for the attainment of all or any of the
               objectives as mentioned above, subject to the
               prevailing laws of Nepal.

5.   LIMITED LIABILITY:

     This Company is a private limited company registered
     under the Company Act, 2021.  The liability of its
     shareholders is limited and a shareholder shall not be
     liable to pay any liability of the Company except for
     the face value of the share subscribed by him.  The
     total number of its shareholders shall not be more than
     50 and its shares shall not be sold or purchased
     publicly and its shares shall not be transferred by way
     of sale, mortgage or otherwise to any other persons
     except in accordance with the provisions of the
     Agreement and Articles.

6.   SHARE CAPITAL:

     6.1  The authorized share capital of the Company shall
          be Rupees five billion four hundred fourteen
          million five hundred thousand (Rs. 5,414,500,000)
          divided into one class of fifty four million one
          hundred forty five thousand (54,145,000) shares of
          Rupees 100 each.  The initial issued share capital
          of the Company will be Rupees two billion
          (Rs. 2,000,000,000) divided into twenty million
          (20, 000,000) shares of Rupees 100 each.  The
          initial issued capital shall be subscribed by
          Nepali Party 10%, Panda of Nepal 85% and RDC of
          Nepal 5%.

     6.2  The Foreign Parties (other than IFC) and/or their
          Affiliates and the Nepali Party and/or its
          Affiliates shall be the primary promoters.

     6.3  The initial issued and subscribed share capital of
          the Company shall be held as follows:

               Nepali Party             10%
               Panda of Nepal      85%
               RDC of Nepal             5%

     6.4  The Company may, by passing a special resolution
          in general meeting in accordance with the
          provisions of the Agreement and by following the
          procedure established under the prevailing Company
          Act as in effect at such time, increase or
          decrease the share capital of the Company or issue
          shares with preference or with special rights,
          change or revoke such rights and issue shares
          having lower or higher denomination.



               THIS SPACE INTENTIONALLY LEFT BLANK


     We, the undersigned persons, whose names and addresses
     are subscribed below, are desirous of being
     incorporated into a private limited company in
     pursuance to this Memorandum of Association and we
     agree to respectively take the number of shares in the
     capital of the Company set opposite our respective
     names:



                              Number of
S.     Names and Address     Subscribed    Signature of    Witness
No.       of Promoter          Shares       Promoters

1.  Himal International      18,000
    Power Corp. Ltd.                     Prabhakar SBJ
    Post Box No. 3800                    Rana
    Tahachal, Kathmandu,                 Authorized
    NEPAL                                Representative

2.  Panda of Nepal           153,000
    c/o Maples & Calder
    P.O. Box 309,
    Ugland House
    South Church Street
    Grand Cayman,                        Robert L. Ransom
    Cayman Islands                       Authorized
    British West Indies                  Representative

3.  RDC of Nepal             9,000
    c/o W.S. Walker & Co.
    1st Floor,
    Caledonian House,
    Mary Street,
    P.O. Box 265 G,
    George Town,
    Grand Cayman,                        Noel Cocoran
    Cayman Islands                       Authorized
    British West Indies                  Representative


     Dated:  August 22, 1997