CERTIFICATE OF FORMATION
                                       OF
                            DUKE ENERGY MADISON, LLC


     FIRST:  THE NAME OF THE LIMITED  LIABILITY  COMPANY IS DUKE ENERGY MADISON,
LLC.

     SECOND:  THE ADDRESS OF ITS  REGISTERED  OFFICE IN THE STATE OF DELAWARE IS
CORPORATION TRUST CENTER,  1209 ORANGE STREET IN THE CITY OF WILMINGTON,  COUNTY
OF NEW  CASTLE.  THE  NAME  OF ITS  REGISTERED  AGENT  AT  SUCH  ADDRESS  IS THE
CORPORATION TRUST COMPANY.


     IN WITNESS  WHEREOF,  THE  UNDERSIGNED  HAS EXECUTED  THIS  CERTIFICATE  OF
FORMATION OF DUKE ENERGY MADISON, LLC THIS THE 2ND DAY OF DECEMBER, 1998.



                                                  /S/ROBERT T. LUCAS
                                                  ------------------
                                                  Robert T. Lucas,
                                                  Authorized Person

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