EXHIBIT NO. 10.167


[Form  of Equity Letter of Credit Re ____; On Letterhead of
Issuing Bank]


To:  Wilmington  Trust Company (the "Trustee") of  Rodney  Square
     North, 1100 North Market Street, Wilmington, Delaware 19890-
     0001,  acting not in its individual capacity but solely  for
     and  on behalf of International Finance Corporation ("IFC"),
     2121  Pennsylvania Avenue, N.W., Washington, D.C. 20433  and
     DEG-Deutsche  Investitions-und Entwicklungsgesellschaft  mbH
     ("DEG"),  Belvederestrasse 40, D-50933, Koeln (Mungersdorf),
     Federal   Republic  of  Germany  (IFC  and  DEG  hereinafter
     referred  to  collectively as the "Lenders" and individually
     as a "Lender").


                                             December 17, 1997


IRREVOCABLE STANDBY LETTER OF CREDIT NO. 00365153

      We  hereby establish in your favor this irrevocable standby
Letter  of Credit No. 00365153 (the "Letter of Credit")  for  the
account  of Panda of Nepal (the "Sponsor"), in the stated  amount
of  US$  16,371,325  (Sixteen Million three  Hundred  Seventy-One
Thousand  Three Hundred and Twenty-Five US Dollars) (such  amount
being the "Stated Amount"), effective immediately and expiring as
provided  in  Paragraph  3  of  this  Letter  of  Credit,  unless
otherwise extended.

      1.    A  drawing hereunder may be made on any Business  Day
prior to the expiration of this Letter of Credit by delivering no
later  than  11:00 a.m. (Chicago time) on such Business  Day,  to
First  National Bank of Chicago, One First National Plaza,  Suite
0236,  Chicago,  IL  60670 (or at such other address  as  may  be
designated by written notice delivered to the Trustee and each of
the  Lenders), (i) a drawing statement of either the  Trustee  or
either  of  the Lenders, in the form of Annex 1 attached  hereto,
appropriately completed and duly signed by an authorized  officer
of  the Trustee or either of the Lenders, as the case may be, and
(ii) a draft in the form of Annex 2 attached hereto.

      2.    We hereby agree to honor a drawing hereunder made  in
strict conformity with the terms and conditions of this Letter of
Credit  by  transferring in immediately available  funds  in  the
amount  specified  in the drawing statement delivered  to  us  in
connection with such drawing request to such account at such bank
in  the  United  States  as specified in such  drawing  statement
delivered to us pursuant to, and in accordance with, Paragraph  1
hereof,  by  1:00 p.m. (New York City time), on the Business  Day
following the date of receipt of such drawing request.

      3.    This  Letter of Credit shall expire at the  close  of
business  at our office at One First National Plaza, Suite  0236,
Chicago,  IL  60670, on the date which is one (1) year  from  the
date  hereof  (the "Stated Expiration Date"); provided,  however,
that  the  Stated Expiration Date shall be automatically extended
for  a  period  of one year effective upon the Stated  Expiration
Date  and  each annual anniversary of the Stated Expiration  Date
(each  such annual anniversary date being referred to  herein  as
the  "New  Stated Expiration Date") unless, at least  sixty  (60)
days  prior to the Stated Expiration Date or any such New  Stated
Expiration  Date, as the case may be, we notify the  Trustee  and
each  of  the  Lenders, by registered mail or  similar  overnight
courier  service  at  the above addresses, that  this  Letter  of
Credit shall not be extended beyond the Stated Expiration Date or
the  New  Stated  Expiration Date, as the case may  be.   If  the
Trustee or the Lenders are so notified, the Trustee or either  of
the  Lenders  may at any time on or before the Stated  Expiration
Date  or  the applicable New Stated Expiration Date, as the  case
may be, draw the full amount available hereunder.

     4.   If a demand for payment made hereunder does not, in any
instance,  conform to the terms and conditions of this Letter  of
Credit, we shall give prompt notice to the person delivering such
drawing request that the demand for payment was not effective  in
accordance  with  the  terms and conditions  of  this  Letter  of
Credit,  stating  the reasons therefor, and  that  we  will  upon
instructions from such person hold any documents at his  disposal
or  return the same to him.  Upon being notified that the drawing
request  was  not  effected in conformity  with  this  Letter  of
Credit,  the person who submitted the drawing request may attempt
to  correct  any  such non-conforming drawing  request,  provided
conforming documents are presented by the Stated Expiration  Date
or the applicable New Stated Expiration Date, as the case may be.

      5.   Partial and multiple drawings are permitted under this
Letter of Credit.

      6.    For any amounts paid to the Trustee or either of  the
Lenders  under this Letter of Credit, that amount  ceases  to  be
available to the remaining Trustee or Lenders.  In the  event  of
multiple  demands for payment from the Trustee and  the  Lenders,
demands in compliance will be honored in the order of receipt  at
our counters, not to exceed the Stated Amount.

     7.   Under no circumstances shall we be obliged to honor any
drawing  request  which  does  not  comply  with  the  terms  and
conditions  set  forth  herein, and the  maximum  liability  with
respect  to any request for payment made hereunder shall  be  the
Stated Amount.  Upon the payment by us of the amount specified in
a  drawing  statement  presented to us  in  connection  with  any
drawing  request hereunder, we shall be fully discharged  of  our
obligations in respect of such drawing request.

      8.    As used herein, "Business Day" shall mean a day  when
banks are open for business in New York, New York.

      9.   This Letter of Credit is irrevocable and shall not  be
assigned by us or by the Trustee, save that we hereby consent  to
the  transfer  by  the Trustee of this Letter of  Credit  to  the
Lenders  or  any  one or more other lenders (or to  an  agent  or
trustee  acting on their behalf or to any other designee  of  the
Lenders  or  any such other lenders) providing financing  to  the
Company  in connection with the construction, equipping,  placing
into operation and operation of the Company's proposed run of the
river   hydroelectric  power  facility  to  be  located  in   the
Sindhupalchok District in Nepal (the "Project") or to any  person
acquiring  an  interest  in the Project and  undertake  following
receipt  of  notice  of any such transfer (in the  form  attached
hereto  as  Schedule 1) to make payments hereunder in  accordance
with  the  directions of such transferee.  We hereby  acknowledge
and  agree  that  this  Letter of Credit is transferable  to  the
transferees specified in any such notice of transfer.

      10.  This Letter of Credit shall be governed by the Uniform
Customs  and  Practice for Documentary Credits  (1993  Revision),
International  Chamber  of  Commerce  Publication  No.  500  (the
"Uniform Customs") which shall in all respects be deemed  a  part
hereof  as  fully as if incorporated herein, except  as  modified
hereby.   Notwithstanding Article 17 of the Uniform  Customs,  if
this  Letter of Credit expires during an interruption of business
as  described in such Article 17, this Letter of Credit shall  be
extended automatically for a period of fifteen (15) Business Days
from  the  date of resumption of business.   We hereby  agree  to
provide  you  with  prompt written notice of such  resumption  of
business.  This Letter of Credit shall be deemed to be a contract
made  under the laws of the State of New York, U.S.A. and  shall,
as to matters not governed by the Uniform Customs, be governed by
and  construed in accordance with the laws of the  State  of  New
York, U.S.A.

      11.   This is not a contract of guarantee and all  payments
which  are to be made by us hereunder will be made free and clear
of  and  without  deduction for or on account of any  set-off  or
counterclaim  or  the  raising of  any  defense  which  would  be
available  to the Sponsor under the Equity Subscription Agreement
dated  as  of December 12, 1997, among Bhote Koshi Power  Company
Private Limited (the "Company"), the Sponsor and the Trustee (the
"Equity Subscription Agreement"), or otherwise.

      12.  In the case of any drawing, as of the date any drawing
is  honored, the Stated Amount shall automatically be reduced  by
an  amount  equal  to 100% of such drawing.   Reductions  in  the
Stated Amount resulting from any drawing shall not be reinstated.

      13.  Only upon receipt by us of notice from the Trustee  or
either  of  the Lenders in the form of Annex 3 hereto, signed  by
the Trustee or either of the Lenders and appropriately completed,
the  Stated  Amount shall be reduced by the amount  specified  in
such notice.

       14.   This  Letter  of  Credit  sets  forth  in  full  our
undertaking,  and  such  undertaking shall  not  in  any  way  be
modified,  amended,  amplified or limited  by  reference  to  any
document, instrument or agreement referred to herein, except  for
Schedule 1 and Annexes 1, 2 and 3 hereto and the notices referred
to  herein,  and  any  such reference  shall  not  be  deemed  to
incorporate  herein  by  reference any  document,  instrument  or
agreement except as set forth above.

Very truly yours,
The First National Bank of Chicago




Authorized Signor

                                                    Schedule 1 to
                                                 Letter of Credit
                                                     No. 00365153

                    INSTRUCTION TO TRANSFER



First National Bank of Chicago
One First National Plaza, Suite 0236
Chicago, Illinois  60670

Attention:  Standby Letter of Credit Unit

Re:  Irrevocable Standby Letter of Credit No. 00365153

Ladies and Gentlemen:

      For value received, the undersigned beneficiary irrevocably
transfers to:

               _____________________________
               _____________________________
               _____________________________
               _____________________________

all rights of the undersigned beneficiary to draw under the above-
captioned Letter of Credit (the "Letter of Credit").

      By this transfer, all rights of the undersigned beneficiary
in  the  Letter of Credit are transferred to the transferee,  and
the   transferee  shall  hereafter  have  the  sole   rights   as
beneficiary  thereof,  including  sole  rights  relating  to  any
amendments, whether now existing or hereafter made.
      We ask that this transfer be effected and that you transfer
the  Letter of Credit to our transferee or that, if so  requested
by  the  transferee, you issue a new irrevocable Letter of Credit
in  favor  of the transferee with provisions consistent with  the
Letter of Credit.

                              Very truly yours,

                              WILMINGTON TRUST COMPANY, not in
                              its individual capacity but solely
                              as Trustee

                              By:
                                  Its Authorized Signatory

SIGNATURE AUTHENTICATED




For The First National Bank of Chicago


ACKNOWLEDGED:

WILMINGTON TRUST COMPANY, not in
its individual capacity but solely
as Trustee as Assignor

By:
    Its Authorized Signatory
                                                       Annex 1 to
                                                 Letter of Credit
                                                     No. 00365153

          DRAWING STATEMENT UNDER IRREVOCABLE STANDBY
                 LETTER OF CREDIT No. 00365153


                                                  , 199

The First National Bank of Chicago
One First National Plaza, Suite 0236
Chicago, IL  60670

Attention:  Michael K. Murphy


Gentlemen and Mesdames:

      The  undersigned  is  making a  drawing  under  the  above-
referenced  Letter  of  Credit and hereby  certifies  to  you  as
follows:

      1.    The person signing on behalf of the undersigned is  a
duly authorized officer of the undersigned.

      2.    The undersigned hereby makes demand under the  above-
referenced Letter of Credit for USD _______________, which amount
is  not  in excess of the Stated Amount.  Such amount  is  to  be
transferred to [insert wire transfer instructions for appropriate
account with Trustee or IFC or DEG].

      3.    The undersigned has concurrently presented to you its
draft  drawn in the amount specified in Paragraph 2  above.   The
date  of the draft is the date of this certificate, which is  not
later  than  the  Stated Expiration Date or  the  applicable  New
Stated Expiration Date, as the case may be.

      All  terms used herein which are defined in the  Letter  of
Credit have the same meanings when used herein.

                                   WILMINGTON TRUST COMPANY, not
                                   in its individual capacity but
                                   solely as Trustee


                                   By:
                                       Authorized Signatory for
                                       Trustee


                                             or


                                   By:
                                       Authorized IFC Signatory


                                             OR


                                   By:
                                       Authorized DEG Signatory


                                                       Annex 2 to
                                    Letter of Credit No. 00365153


DRAFT UNDER IRREVOCABLE STANDBY LETTER OF CREDIT NO. 00365153

                                   , 199

      At sight pay to the order of ________________ the amount of
USD  ___________ drawn on The First National Bank of Chicago,  as
issuer  of  Irrevocable Standby Letter of  Credit  No.  00365153,
dated _____________, 1997.

                                   [                   ]


                                   By:
                                       Its Authorized Signatory

                                                       Annex 3 to
                                    Letter of Credit No. 00365153


             REDUCTION OF STATED AMOUNT CERTIFICATE


The First National Bank of Chicago
One First National Plaza, Suite 0236
Chicago, IL  60670

Attention:  Michael K. Murphy

Re:  Irrevocable Standby Letter of Credit No. 00365153

      The  undersigned, a duly authorized officer of [Trustee  or
IFC  and/or DEG], hereby certifies to The First National Bank  of
Chicago, One First National Plaza, Suite 0236, Chicago, IL  60670
(the  "Bank")  with  reference to Irrevocable Standby  Letter  of
Credit  No.  00365153 issued by the Bank in favor of the  Trustee
(the "Letter of Credit") that:

      1.    The Company has received immediately available  funds
(in  addition  to prior amounts received) in the  amount  of  USD
_____________  (the  "Reduction Amount"),  from  the  Sponsor  in
payment of a Subscription Amount Payment (as such term is defined
in  the  Equity Subscription Agreement, dated as of December  12,
1997, among the Company, the Sponsor and the Trustee).

      2.    The  Bank is hereby authorized to reduce  the  Stated
Amount  of the Letter of Credit by the Reduction Amount  pursuant
to Paragraph 13 of the Letter of Credit.

      All  terms used herein which are defined in the  Letter  of
Credit have the same meanings when used herein.

                                   WILMINGTON TRUST COMPANY, not
                                   in its individual capacity but
                                   solely as Trustee

                                   By:
                                       Its Authorized Signatory


                                             or

                                   [IFC]

                                   By:
                                       Its Authorized Signatory


                                             OR

                                   [DEG]

                                   By:
                                       Its Authorized Signatory




cc:  [International Finance Corporation,
     DEG-Deutsche Investitions-und Entwicklungsgesellschaft mbH
     or Trustee, as appropriate]