CERTIFICATE OF FORMATION

                                       OF

                  TRIGEN-CINERGY SOLUTIONS OF COLLEGE PARK LLC

         The undersigned,  being a natural person of age eighteen years or more,
acting as 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 College Park
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  Parties by mutual  consent  shall  determine.  The
initial  registered  agent of the Company  shall be: c/o 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 of
the Operating Agreement (defined in Article VI).


                                   ARTICLE IV
                                     POWERS

     Except as restricted  by the  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 LIMITED LIABILITY COMPANY 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 18th day of February, 1999.



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

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