EXHIBIT 10.1
                                                                 ------------

















                                      16
<PAGE>



































                AMENDMENT NO. 2 TO CREDIT AGREEMENT

AMENDMENT NO.  2 dated as of April 7, 1995 (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 YORK BRANCH, in  its  capacity
as  LC  Issuer thereunder (together with its successors in such capacity, the
"LC Issuer"), 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, Section 7.1(o)(ii)  of  the  Credit  Agreement  imposes  certain
restrictions  on  the  ownership  by  J.  Makowski  Company,  Inc. ("Makowski
Company") of interests in  JMCS  I  Investors,  L.P.  ("JMCS I Investors"), a
general partner and limited partner of Borrower;

    WHEREAS,  the  parties  hereto have agreed to modify such restrictions by
amending the Credit Agreement as  provided  herein,  subject to the terms and
conditions hereof.

    NOW, THEREFORE, the parties hereto hereby agreed 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.  Section 7.1(o)(ii)  of the Credit Agreement shall
be amended and restated in its entirety to read as follows:

     "(ii) Makowski Company shall cease to own directly or
      indirectly through its Subsidiaries during the five-year
      period beginning on  the  date  of Commercial  Operation,
      50 percent, and thereafter 33 1/3 percent, of the ownership
      and  economic  interests  held  by  JMCS  I  Investors  in the
      Borrower on May 9, 1994."

    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

                                      17
<PAGE>


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.  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.

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

    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 Managing General Partner


									    By:  /s/     Walter Howard
											 ----------------------------   
									    Name: 
	 								    Title:

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

										By:  /s/     Andrew Schroeder
											 ----------------------------		
    									Name:  ANDREW SCHROEDER
    									Title: ASSISTANT TREASURER

										By:  /s/     J.A. Di Rocco
											 ---------------------------- 
									    Name:  JOSEPH A. DI ROCCO
    									Title: ASSISTANT VICE-PRESIDENT	
  

                                      18