CERTIFICATE OF AMENDMENT TO

                            CERTIFICATE OF FORMATION

                                       OF

                         PRODUCERS ENERGY MARKETING, LLC


          1. The name of the  limited  liability  company  is  Producers  Energy
     Marketing, LLC.

          2. The  Certificate of Formation of the limited  liability  company is
     hereby  amended by changing  paragraph  FIRST  thereof so that, as amended,
     paragraph FIRST shall be and read as follows:

          FIRST. The name of the limited liability company formed hereby (herein
     referred to as the "Company") is Cinergy Marketing & Trading, LLC.

          3. This Certificate of Amendment to the Certificate of Formation shall
     be effective as of June 8, 1999.

          IN WITNESS  WHEREOF,  the undersigned has executed this Certificate of
     Amendment  to the  Certificate  of Formation as of this eighth day of June,
     1999.


                                                 CINERGY CAPITAL & TRADING, INC.

                                                 -------------------------------
                                                         Michael J. Cyrus
                                                            President



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