Exhibit 3.1

                        CERTIFICATE OF FORMATION

                                       FOR

                         MIRANT AMERICAS GENERATION, LLC

                           A LIMITED LIABILITY COMPANY


                                       I.

          The  name  of  the  limited   liability  company  is  Mirant  Americas
     Generation, LLC.

                                       II.

         The address of the registered  office of the limited  liability company
shall be 9 East Loockerman  Street,  Dover,  Delaware 19901,  and the registered
agent at that address shall be National Registered Agents, Inc.

                                      III.

         A member, a manager,  an agent, or an employee of the limited liability
company is not personally liable for the debts,  obligations,  or liabilities of
the limited liability company,  whether arising in contract, tort, or otherwise,
or for the acts or omissions of any other member, manager, agent, or employee of
the limited liability company.



Dated: November 1, 2001.


                                   Signed by:




                                   --------------------------------------------
                                   Donald B. Dysert, Authorized Person