EXHIBIT 10.2
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                     AMENDMENT NO. 3 TO CREDIT AGREEMENT

AMENDMENT  NO.  3 dated as of July 1, 1997 (this "Amendment") to that certain
Credit Agreement dated as of May  1, 1994 (as amended, restated, supplemented
or otherwise modified, the "Credit Agreement") among SELKIRK COGEN  PARTNERS,
L.P.,  a  Delaware  limited  partnership  (the "Borrower"), the lenders party
thereto (the "Lenders"), DRESDNER BANK  AG,  NEW YORX BRANCH, in its capacity
as LC Issuer thereunder (together with its successors in such  capacity,  the
"LC  lesuer"), and DRESDNER BANK AG, NEW YORK BRANCH, as Agent (together with
its successors in such capacity, the "Agent").

						W I T N E S S E T H:

    WHEREAS, the parties hereto have agreed  to amend the Credit Agreement as
provided herein, subject to the terms and conditions hereof.

    NOW, THEREFORE, the parties hereto hereby agree as follows:

    Section  1.   Definitions.   Capitalized  terms  used  in  this Amendment
without being defined herein shall have the meanings ascribed to  such  terms
in the Credit Agreement.

    Section  2.   Amendment  of  Credit  Agreement.   The Credit Agreement is
hereby amended as follows:

    (a) Section 2.1(a)  of  the  Credit  Agreement  is  hereby amended by (i)
deleting the amount of "$10,000,000" from  the  third  sentence  thereof  and
inserting  the  amount  of  "$5,000,000"  in  replacement  therefor  and (ii)
deleting the amount  of  "$30,000,000"  from  the  final sentence thereof and
inserting the amount of "$23,471,420" in replacement therefor.

    (b) Section 2.2(a) of the Credit  Agreement  is  hereby  amended  by  (i)
deleting  the  amount  of  "$26,843,920"  from the third sentence thereof and
inserting the amount of "$18,471,420"  in replacement therefor, (ii) deleting
the amount of "$30,000,000" from the seventh sentence thereof  and  inserting
the  amount  of  "$23,471,420" in replacement therefor and (iii) deleting the
date "January 1, 1996" from the final sentence thereof and inserting the date
"January l, 1999" in replacement therefor.
                                     
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    (c) Section 2.2(d) of the Credit  Agreement is hereby amended by deleting
the amount of "$30,000,000" from the final sentence thereof and inserting the
amount of "$23,471,420" in replacement therefor.

    (d) Section 2.4(c) of the Credit Agreement is hereby amended by  deleting
the amount of "$26,843,920" from the first sentence thereof and inserting the
amount of "$18,471,420" in replacement therefor.

    (e)  The  definition of "Final Maturity Date" contained in Annex 1 of the
Credit Agreement  is  hereby  amended  by  deleting  such  definition  in its
entirety and inserting the following in replacement therefor:

     ""Final Maturity Date" shall mean August 11, 2000."

    (f) Schedule 1 to the Credit Agreement is hereby amended by deleting such
Schedule in  its  entirety  and  inserting  Schedule  1  attached  hereto  in
replacement therefor.

    Section  3.   Status of Loan Documents.  This Amendment is limited solely
for the purposes and to  the  extent  expressly  set forth herein and nothing
herein expressed or implied shall constitute an amendment or  waiver  of  any
other  term, provision or condition of the Credit Agreement or any other Loan
Document.  Except as expressly  amended  hereby,  the terms and conditions of
the Credit Agreement and the other Loan  Documents  shall  continue  in  full
force and effect.

    Section  4.   Fees and Expenses.  The Borrower agreee to pay, promptly on
demand therefor, all  fees  and  expenses  of  the  Agent  and  the LC Issuer
incurred in connection with this Amendment and the extension of  any  of  the
Letters  of  Credit  including,  without  limitation,  fees  and  expenses of
Skadden, Arps, Slate, Meagher &  Flom  LLP,  counsel  to the Agent and the LC
Issuer.

    Section 5.  Counterparts.  This Amendment may be executed in  any  number
of  counterparts, all of which taken together shall constitute one Amendment,
and any of the parties hereto  may  execute  this Amendment by signing such a
counterpart.

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    Section  6.   Governing  Law.  THIS  AMENDMENT  SHALL  BE  CONSTRUED   IN
ACCORDANCE  WITH  AND  GOVERNED BY THE LAWS OP THE STATE OF NFW YORK (WITHOUT
GIVING EFFECT TO THE PRINCIPLES  THEREOF  RELATING TO CONFLICTS OF LAW EXCEPT
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

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    IN WITNESS WHEREOF, the parties hereto have caused their duly  authorized
officers  to  execute  and  deliver this Amendment as of the date first above
written.

								SELKIRK COGEN PARTNERS, L.P.

								By: 	JMC SELKIRK, INC.,
    								--------------------------
    									its general partner

								By:   /s/ George J. Grunbeck
						    	   -------------------------------
						    	Name: George J. Grunbeck 
    							Title: Vice President

								DRESDNER BANK AG, NEW YORK BRANCH, 
								as Lender, LC Issuer and Agent

								By:	   /s/ Kenneth McCue
								   ---------------------------
								Name: Kenneth McCue
								Title:  Vice President

								By:	   /s/ Michael E. Terry
								   ---------------------------
								Name:  Michael E. Terry
								Title: Assistant Vice President


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                                 SCHEDULE 1
								 ----------

									WORKING CAPITAL		LETTER OF CREDIT
LENDER								LOAN COMMITMENT		LOAN COMMITMENT
------							    ---------------		----------------

DRESDNER BANG AG,  					 $5,000,000.00  	$18,471,420.00
NEW YORK BRANCH	









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