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EXHIBIT NO. 10-A
 
                                  FIRST AMENDMENT
                                        TO
             SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
                                 OF BBI POWER L.P.
 
   FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
dated as of the __________ day of September, 1996 (the "First Amendment") by and
among BESICORP INTERNATIONAL POWER CORP., a Delaware corporation ("Besicorp"),
and CHESAPEAKE POWER INVESTMENTS CO. INC., a British Virgin Islands corporation
("Chesapeake"), each as a general partner, and BETA INTERNATIONAL POWER CORP., a
Delaware corporation ("BIPC"), and CHESAPEAKE POWER TRANSPORT INC., a Delaware
corporation ("CPT"), each as a limited partner.
 
                                     PREAMBLE
 
   WHEREAS, BESICORP and CHESAPEAKE, as general partners, formed a Delaware
limited partnership with BIPC and CPT, as limited partners, pursuant to a
Limited Partnership Agreement, dated as of November 4, 1994 which was amended
and restated as of June ___, 1995 (the "Amended and Restated Agreement"), and
which Amended and Restated Agreement was amended and restated as of January 31,
1996 (the "Second Amended and Restated Limited Partnership Agreement");
 
   WHEREAS, the parties hereto desire to amend the Second Amended and Restated
Limited Partnership Agreement, in certain respects, as more fully set forth
herein;
 
   NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually
covenant and agree as follows:
 
   1. Definitions. All capitalized terms used in this First Amendment and not
otherwise defined herein shall have the meanings ascribed to them in the Second
Amended and Restated Limited Partnership Agreement.
 
   2. Amendment to Article I. Article I of the Second Amended and Restated
Limited Partnership Agreement is hereby amended by amending and restating the
definitions of the following terms in their entirety to read as follows:
 
  "'Prorata' shall mean the proportion the interest of Chesapeake, its
  Affiliates, Clients and designees bears to the interest of Besicorp, its
  Affiliates and designees of any kind in a Project Owner or for any cash flow
  interest in a Partnership Development or for payment of expenses or fees or
  representation on a committee, or for purposes of Section 3.11, which shall
  mean a ratio of 50-50 in every case.
 
  'Territory' shall mean the Union of India."
 
   3. Amendment to Section 3.06. Section 3.06 is hereby amended to delete the
first sentence and to replace it with the following in its entirety to read as
follows:
 
  "The Partnership is currently developing thermal power generation projects in
  Krishnapatnam (the "Krishnapatnam Project") and Bhavanapadu, Andhra Pradesh,
  India."
 
   4. Amendment to Section 3.09. Section 3.09 is hereby amended and restated in
its entirety to read as follows:
 
  "3.09. Allocation of Interests in Project Owners. (a) Ownership Interest. With
  respect to all Partnership Developments, Chesapeake and Besicorp or their
  respective designees shall have equal equity, cash flow and partnership
  interests in each Project Owner until financial closing of construction
  financing of such Partner-
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  ship Development. After financial closing of construction financing of any
  partnership Development, and subject to the provisions of any Operative
  Contracts for such Partnership Development and the provisions of Section 7.04,
  each of Besicorp and Chesapeake may Assign its interests in such Project Owner
  without regard to whether, after the Assignment, the interests of Chesapeake
  and Besicorp would remain equal.
 
  (b) Dilution of Ownership Interests. If either through the sale of equity or
  the granting of cash flow interests of an incorporated Project owner or the
  granting of a partnership or cash flow interest in an unincorporated Project
  Owner, or otherwise, the ownership interests of Chesapeake and Besicorp, or
  their respective designees, is diluted in a Project Owner, the resulting
  dilution shall, nonetheless, preserve the equal interest in such Project Owner
  by Chesapeake and Besicorp, or their respective designees, until financial
  closing of construction financing with respect to that Partnership
  Development.
 
  (c) Executive Committees. If a committee consisting of representatives of
  Co-Developers or other financing parties or equity participants is constituted
  for any Partnership Development, Besicorp and Chesapeake, or their respective
  designees, shall have equal representation on such committee."
 
   5. Amendment to Section 3.10. Paragraphs (c) and (d) of Section 3.10 are
hereby amended and restated in their entirety to read as follows:
 
  "(c) Allocation of Reimbursement of Project Expenses. (i) To the extent that
  the Partnership or any Project Owner receives funding for a Partnership
  Development from a Co-Developer, any equity participant, or from another
  financing source to reimburse the line items in the Development Cost Budget
  entitled Third Party Reimbursable Costs, Internal Timing Billings and
  Out-of-Pocket Expenses, as between Besicorp and Chesapeake, such funding shall
  be distributed as follows:
 
    (x) For any Third Party Reimbursable Cost (to the extent specifically set
  forth as such as a line item in the Development Capital Budget for such
  Partnership Development) on a first-in first-out basis to the General Partner
  which incurred such expense.
 
    (y) For Internal Time Billings and Out-of-Pocket expenses, with respect to
  such Partnership Development to Chesapeake and Besicorp in equal amounts,
  without regard to the actual ratio of such Internal Time Billings and
  Out-of-Pocket Expenses incurred by such General Partners.
 
    (ii) The Managing General Partner shall make reasonable efforts to ensure
  that each Development Cost Budget shall contain line items for Internal Time
  Billings and Out-of-Pocket Expenses.
 
  (d) Payment of Development Fees. If the financing provided to any Project
  Owner will permit the payment of development, administrative and/or management
  fees, for a Partnership Development, such fees shall be paid to Chesapeake and
  Besicorp as further payment for the provision of services of its personnel,
  with respect to Partnership Developments in India, in equal shares."
 
   6. Governing Law. This First Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware (without reference to
principles of conflicts of laws).
 
   7. Counterparts. This First Amendment may be executed in one or more
counterparts each of which when taken together with all original counterparts
will constitute one and the same instrument.
 
   8. Amendment and Waiver. No amendment, modification or waiver of any
provision of this First Amendment shall be valid or effective unless made by one
or more instruments in writing and signed by such of the parties hereto which
would be affected by such amendment, modification or waiver.
 
   9. Entire Agreement. The Second Amended and Restated Limited Partnership
Agreement as amended by this First Amendment constitutes the entire agreement
between the parties hereto with respect to the matters dealt with herein and
supersedes any previous agreement among the parties hereto, whether oral or
written, in relation to such matters.
 
   10. Ratification. Except as expressly set forth herein, the Second Amended
and Restated Limited Partner-
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ship Agreement is not modified hereby and shall remain in full force and effect
in accordance with the respective provisions thereof on the date hereof, and the
Second Amended and Restated Limited Partnership Agreement is in all respects
ratified and affirmed.
 
   IN WITNESS WHEREOF, the parties have duly executed this First Amendment as of
the day and year first above written.
 
   BESICORP INTERNATIONAL POWER CORP.
 
   By: /s/ Michael F. Zinn
 
   Name: Michael F. Zinn
 
   Title: President
 
 
 
   BETA INTERNATIONAL POWER CORP.
 
   By:/s/ Michael F. Zinn
 
   Name: Michael F. Zinn
 
   Title: President
 
 
 
   CHESAPEAKE POWER INVESTMENTS CO. INC.
 
   By Chesapeake Power Transport, Inc., its Agent
 
   By:/s/ Paul B. Prager
 
   Name: Paul B. Prager
 
   Title: President
 
 
 
   CHESAPEAKE POWER TRANSPORT, INC.
 
   By:/s/ Paul B. Prager
 
   Name: Paul B. Prager
 
   Title: President