EXHIBIT NO. 10.138.05

                          CHANGE ORDER
                             TO THE
                 AMENDED AND RESTATED CONTRACT
                            FOR THE
           ENGINEERING, PROCUREMENT AND CONSTRUCTION
                             OF THE
            UPPER BHOTE KOSHI HYDROELECTRIC PROJECT

CHANGE ORDER NO.  005

RECITALS:

Whereas,  in accordance with Article 6, the Contractor and  Owner
mutually agree to amend certain terms in the Amended and Restated
Contract for the Engineering, Procurement and Construction of the
Upper Bhote Koshi Hydroelectric Project, dated December 19,  1996
including   Change  Orders  1,  2,  3  and  4  (the  "Contract"),
including, the Critical Dates, the Construction Schedule, and the
Milestone  Payment  Schedule, and have mutually  agreed  to  this
Change Order No. 005.

Now therefore, the Parties agree to the following:

A. SCHEDULE ADJUSTMENTS

1.    The  Parties herein agree to amend and restate the Critical
Dates  defined  in Article 5.2.3, Change Order  No.  001,  Change
Order No. 002, and Change Order No. 003 as follows:



                   Milestones                   Critical Date



   Start Mobilization                              6/1/97

   Health, Safety and Environmental Plan           7/5/97
   Complete

   Turbine, Generator, Inlet Valve and            8/31/97
   Governor Ordered

   Transformer and Powerhouse Crane Ordered      11/15/97

   River Closure                                  3/20/98

   Cutoff Wall Under Spillway Complete           12/15/97

   Powerhouse Excavation Complete                 2/28/98

   Draft Tubes Delivered to the Site               3/1/98

   Surge Shaft Complete                           9/15/98

   Headrace Tunnel Excavation 50% Complete        9/30/98

   Dam, Spillway and Right Side Wall of           6/15/98
   Desanding Basin Foundations Complete

   Powerhouse Roof Complete                       4/30/99

   All Transmission Towers Erected                4/30/99

   All Major Equipment on Site                     6/1/99

   Headrace Tunnel Complete                       9/20/99

   Operators Village Complete                      7/1/99

   Transmission Line Complete                     8/31/99

   Penstock Complete                             10/31/99

   Stage 2 Headworks Concrete Complete            9/20/99

   Unit Delivery Date of First Unit              11/15/99

   Unit Delivery Date of Second Unit             12/31/99

2.    The  Parties  agree to amend and replace  the  Construction
Schedule  attached  as  Exhibit A to the Contract  as  previously
amended  in  Change Order No. 003, Exhibit 3.1, with the  revised
Construction  Schedule attached as Exhibit  5.1  to  this  Change
Order No.  005.

3.   The Parties agree to amend and replace the Milestone Payment
Schedule  attached as Exhibit E-2 to the Contract as  amended  in
Change  Order  No.  003, Exhibit 3.2, with the revised  Milestone
Payment Schedule attached as Exhibit 5.2 to this Change Order No.
005.

B. SPECIAL CONSIDERATIONS

1.   The  Parties  agree  that  the definition  "Guaranteed  Unit
     Delivery Date" shall be revised to read:

          "shall  mean  with  respect  to  the  First  Unit,
          November 15, 1999, and with respect to the  Second
          Unit , December 31, 1999".

2.   Article 12.1 of the Contract shall be amended as follows:

     "12.1       GUARANTEE  OF  TIMELY  COMPLETION.    Contractor
warrants  and  guarantees that (1) the First Unit Delivery  shall
occur on or before the Guaranteed Unit Delivery Date of the First
Unit,  or  November  15, 1999, and (2) the Second  Unit  Delivery
shall occur on or before the Guaranteed Unit Delivery Date of the
Second  Unit,  or December 31, 1999, but in no event  shall  such
date be before September 1, 1999."

3.   Article 12.2 of the Contract shall be amended as follows:

     "12.2     BONUS FOR EARLY UNIT DELIVERY

          12.2.1 Bonus for Early Delivery of First Unit.

In the event that the Unit Delivery Date of the First Unit occurs
prior  to  November 15, 1999, but not earlier than  September  1,
1999,  Owner  shall pay Contractor a bonus equal to the  relevant
amount set forth in the following table:


     Delivery Date*       Bonus Amount

   November 8               $75,000
   through November 14

   November 1              $150,000
   through November 7

   October 25              $225,000
   through October 31

   October 18              $300,000
   through October 24

   October 11              $385,000
   through October 17

   October 4 through       $470,000
   October 10

   September 27            $555,000
   through October 3

   September 20            $640,000
   through September 26

   September 13            $725,000
   through September 19

   September 6             $810,000
   through September 12

   September 1             $895,000
   through September 5

* Note that all Dates referenced are in 1999.

No bonus shall be paid for any Day prior to September 1, 1999 and
this provision shall not be modified by any Force Majeure Event."

          12.2.2 Bonus for Early Delivery of Second Unit.  In the
event that the Unit Delivery Date of the Second Unit occurs prior
to  December  31, 1999, but not earlier than September  1,  1999,
Owner  shall pay Contractor a bonus equal to the relevant  amount
set forth in the following table:


     Delivery Date*     Bonus Amount

   December 25             $100,000
   through December 31

   December 18             $200,000
   through December 24

   December 11             $310,000
   through December 17

   December 4              $420,000
   through December 10

   November 27             $540,000
   through December 3

   November 20             $660,000
   through November 26

   November 13             $780,000
   through November 19

   November 6              $900,000
   through November 12

   October 30            $1,020,000
   through November 5

   October 23            $1,140,000
   through October 29

   October 16            $1,260,000
   through October 22

   October 9 through     $1,380,000
   October 15

   October 2 through     $1,500,000
   October 8


   September 25         $1,620,000
   through October 1

   September 18         $1,740,000
   through September 24

   September 11         $1,860,000
   through September 17

   September 4          $1,980,000
   through September 10

   September 1          $2,100,000
   through September 3

* Note that all Dates referenced above are in 1999.

No bonus shall be paid for any Day prior to September 1, 1999 and
this provision shall not be modified by any Force Majeure Event."

4.   Article 12.3 of the Contract shall be amended as follows:

     "12.3      Delay  in  Unit  Delivery  Date.    If  the  Unit
Delivery  Date of the first Unit and second Unit are not achieved
on  each respective Guaranteed Unit Delivery Date, in addition to
the liability imposed pursuant to Article 18, Contractor shall be
obligated  to  pay  liquidated damages  equal  to  the  following
amounts:

          12.3.1     If the Unit Delivery Date of the First  Unit
does not occur on or before the Guaranteed Unit Delivery Date  of
the  First  Unit,  Contractor shall pay to Owner Twenty  Thousand
Dollars ($20,000) for each Day that the Unit Delivery Date of the
First Unit is delayed beyond the Guaranteed Unit Delivery Date of
the  First Unit, up to and including December 15, 1999, and shall
pay  to Owner Twenty-Five Thousand Dollars ($25,000) for each Day
that  the  Unit Delivery Date of the First Unit is  delayed  from
December 16, 1999 up to and including December 31, 1999.

          12.3.2     If the Unit Delivery Date of the Second Unit
does not occur on or before the Guaranteed Unit Delivery Date  of
the  Second Unit, or December 31, 1999, Contractor shall  pay  to
Owner Forty Thousand Dollars ($40,000) for each Day that the Unit
Delivery Date of the Second Unit is delayed beyond the Guaranteed
Unit  Delivery Date of the Second Unit, up to and including March
15,  2000.   For any such delay after March 15, 2000,  Contractor
shall  pay  to  Owner  Forty-Five Thousand Dollars ($45,000)  for
each  Day  that  the  Unit Delivery Date of the  Second  Unit  is
delayed beyond March 15, 2000 up to and including the termination
date  of  this  Contract pursuant to the last paragraph  of  this
Article  12,  or  until the maximum limit on Schedule  Liquidated
Damages is reached, whichever occurs first.

5.   Exhibit  F of the Contract shall be amended and restated  as
     follows:

     "Desanding Basin Trapping Efficiency:

          A  test of the desanding basin trapping efficiency
          shall  be  carried  out  to demonstrate  that  the
          desanding basin meets the Minimum Desanding  Basin
          Trapping Efficiency criteria. The desanding  basin
          trapping  efficiency tests shall  be  planned  and
          performed during the Wet Season that occurs  prior
          to the Final Acceptance Date. At least three tests
          shall  be  performed prior to September  1,  under
          conditions  that are suitable to demonstrate  that
          the desanding basin will perform as intended.   If
          the tests cannot be carried out prior to September
          1,  the  Contractor shall devise a  procedure  for
          mobilizing  suspended material in the river  water
          to    simulate    the    high   suspended    solid
          concentrations that typically prevail during  July
          and  August.   The simulated conditions  shall  be
          developed   during  each  test.   If  during   the
          performance  of the test, the plan for  mobilizing
          suspended material does not appear to be adequate,
          the Owner shall not accept the test.

          The  Contractor shall design and submit a  program
          for  approval by Owner that causes a diversion  of
          river water through the desanding basin at a  rate
          that   is  approximately  equal  to  the  combined
          discharge  capacity of both Units while  operating
          at full gate.

     On  each  testing  Day, one set of  three  samples
     shall  be  taken  at  the  upstream  end  of   the
     desanding  basin  and  the  second  set  of  three
     samples  shall  be  taken just upstream  from  the
     headrace  tunnel intake.  At each location,  three
     samples  each shall be taken near the right  bank,
     in the middle and near the left bank of the basin.
     The  samples shall be taken with a U.S. Geological
     Survey (USGS) depth-integrating D-74 sampler.  The
     procedures  of  sampling  shall  be  as  per  USGS
     guidelines,  or equivalent guidelines proposed  by
     the Contractor and as agreed to by the Owner.

     All   samples  shall  be  analyzed  for  suspended
     sediment  concentrations in  milligrams  (mg)  per
     liter   and   particle   size   distributions   as
     percentage of the total sediment.

     Headworks Seepage and Leakage Loss:

     The  design  criteria  for the  maximum  allowable
     seepage  through the dam, foundation and abutments
     is  200  liters  per second.  The  design  of  the
     headworks   shall   adopt   conservative    design
     procedures and assumptions so that the constructed
     Facility shall meet this criteria.

     The   Contractor  shall  design  and  submit   for
     approval by Owner an appropriate program  to  test
     and  establish  the  rate of seepage  and  leakage
     through  the  dam,  foundation and the  headworks.
     The  test shall be performed prior to the Delivery
     Date of the Second Unit.

     Seepage and leakage loss from the headworks  shall
     be established by monitoring the river inflow, the
     flow  through  the Units, the discharge  from  the
     desanding  basin  or spillway to the  Bhote  Koshi
     River,   minimum  required  release  through   the
     headworks to the Bhote Koshi River, and any  other
     loss, such as gate and valve leakage or change  in
     reservoir storage, as applicable, during  the  168
     hour continuous run test as required by Exhibit  I
     Part 3.10 of the Scope of Work.

     River  inflow  shall  be measured  at  a  suitable
     location upstream of the headworks.  Flow  through
     the  Units shall be measured by Unit flow metering
     equipment supplied with the Units.  The Contractor
     shall   develop   measuring   methods   that   are
     acceptable to the Owner.

     The  168-hour difference, established  during  the
     testing of  the Second Unit, between river  inflow
     and  flow  through  the Units,  adjusted  for  the
     discharge from the desanding basin or spillway  to
     the  Bhote  Koshi River, minimum required  release
     through  the  headworks to the Bhote Koshi  River,
     and any other loss, such as gate and valve leakage
     or change in reservoir storage, as applicable, and
     seepage  and  leakage  loss from  the  tunnel  and
     penstock  (see  below), shall be the  seepage  and
     leakage loss at the headworks.

     The  criteria  for  acceptance of  the  test  will
     recognize  the accuracy of measurement  procedures
     adopted in the Performance Test.

     To  obtain  the  most accurate assessment  of  the
     headworks   seepage   and   leakage   loss,    the
     Performance Testing Guidelines may be modified, as
     agreed  upon  by the Owner to suit the  conditions
     that  are  discovered during the  design  and  the
     construction of the Facility."

6.    The  Parties  agree  that any  and  all  claims  of  a
Force   Majeure  Event  submitted  by  Contractor  to  Owner
claiming    delay    due   to   the   non-availability    of
explosives  are  hereby  withdrawn. The  Parties  understand
and  agree  that  this  Change  Order  No.  5  resolves  any
claims   for   schedule   or  cost   relief   submitted   by
Contractor    relating   to   the   non-availabilities    of
explosives,  up  to,  and including,  the  date  of  signing
this Change Order No. 5 as indicated below.

7.    This Change Order No. 005 shall constitute the  entire
agreement  between  Owner  and Contractor  relating  to  the
subject  matter hereof and shall operate as an amendment  to
the  Contract.   This Change Order No. 005  shall  supercede
Change  Order  No. 001, Change Order No. 2, Section  D,  and
Change Order No. 3, Sections B (2), (3) and (4).  All  other
terms  and  conditions of the Contract are  hereby  ratified
and confirmed and shall remain in full force and effect.


C. COST ADJUSTMENTS

None.



Agreed to this __________ day of November 1997 by and between:




OWNER:                        CONTRACTOR:
Bhote Koshi Power Company     China Gezhouba Construction Group
Private Limited               Corporation for Water Resources
                              and Hydropower


By:__________________________      By:__________________________
      Robert L. Ransom                             Xie Yi