CERTIFICATE OF FORMATION

                                       OF

                    TRIGEN-CINERGY SOLUTIONS OF ASHTABULA LLC

     THE  UNDERSIGNED,  BEING A NATURAL  PERSON OF AGE  EIGHTEEN  YEARS OR MORE,
ACTING AS THE SOLE ORGANIZER OF A LIMITED  LIABILITY  COMPANY UNDER THE DELAWARE
LIMITED LIABILITY COMPANY ACT (AS THE SAME MAY BE AMENDED FROM TIME TO TIME, THE
"ACT"), ADOPTS, PURSUANT TO SECTION 18-201 OF THE ACT, THE FOLLOWING CERTIFICATE
OF FORMATION FOR SUCH LIMITED LIABILITY COMPANY (THE "COMPANY"):


                                    ARTICLE I
                                      NAME

   THE NAME OF THE COMPANY SHALL BE: TRIGEN-CINERGY SOLUTIONS OF ASHTABULA LLC


                                   ARTICLE II
                       REGISTERED OFFICE, REGISTERED AGENT

     THE INITIAL  REGISTERED OFFICE OF THE COMPANY SHALL BE: C/O THE CORPORATION
TRUST COMPANY, 1209 ORANGE STREET,  WILMINGTON,  NEW CASTLE COUNTY, DELAWARE, OR
SUCH OTHER  LOCATION  AS THE  COMPANY BY CONSENT  SHALL  DETERMINE.  THE INITIAL
REGISTERED  AGENT OF THE COMPANY SHALL BE: THE  CORPORATION  TRUST CENTER,  1209
ORANGE STREET,  WILMINGTON,  NEW CASTLE COUNTY,  DELAWARE  19801,  OR SUCH OTHER
LOCATION AS THE PARTIES BY MUTUAL CONSENT SHALL DETERMINE. EITHER THE REGISTERED
OFFICE OR THE REGISTERED AGENT MAY BE CHANGED IN THE MANNER PROVIDED BY LAW.


                                   ARTICLE III
                               PERIOD OF DURATION

     THE COMPANY  SHALL EXIST UNTIL  DISSOLVED  ACCORDING TO LAW OR BY THE TERMS
THE OPERATING AGREEMENT (DEFINED IN ARTICLE VI).


                                   ARTICLE IV
                                     POWERS

     EXCEPT AS RESTRICTED BY THIS  CERTIFICATE  OF FORMATION,  THE COMPANY SHALL
HAVE AND MAY EXERCISE ALL POWERS AND RIGHTS  WHICH A LIMITED  LIABILITY  COMPANY
MAY EXERCISE LEGALLY PURSUANT TO THE ACT.


                                    ARTICLE V
                                   AMENDMENTS

     THE COMPANY  RESERVES THE RIGHT TO AMEND THIS CERTIFICATE OF FORMATION FROM
TIME TO TIME IN ACCORDANCE WITH THE ACT,  PROVIDED,  THAT THE UNANIMOUS APPROVAL
OF THE MEMBERS OF THE COMPANY TO SUCH AMENDMENT HAS BEEN DULY OBTAINED.


                                   ARTICLE VI
                         ADOPTION OF OPERATING AGREEMENT

     THE  INITIAL  LIMITED  LIABILITY  COMPANY  AGREEMENT  OF THE  COMPANY  (THE
"OPERATING  AGREEMENT") SHALL BE ADOPTED BY ITS MEMBERS. THE OPERATING AGREEMENT
MAY CONTAIN ANY  PROVISIONS  FOR THE REGULATION AND MANAGEMENT OF THE AFFAIRS OF
THE COMPANY NOT INCONSISTENT WITH LAW OR THIS CERTIFICATE OF FORMATION.


     THE UNDERSIGNED DOES HEREBY CERTIFY,  MAKE AND ACKNOWLEDGE THIS CERTIFICATE
OF FORMATION ON THIS 20TH DAY OF APRIL, 1999.



                                                 /S/ VINCENT J. FARAGO
                                                 ---------------------
                                                 Vincent J. Farago
                                                 Authorized Person