CERTIFICATE OF FORMATION

                                       OF

                    TRIGEN-CINERGY SOLUTIONS OF ROCHESTER 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 Rochester LLC.


                                   ARTICLE II
                       REGISTERED OFFICE, REGISTERED AGENT

               The initial  registered  office of the Company  shall be: c/o The
          Corporation  Trust  Company,  Corporation  Trust  Center,  1209 Orange
          Street,  Wilmington,  New Castle County, Delaware 19801, or such other
          location as the members by mutual consent shall determine. The initial
          registered  agent of the Company shall be: c/o The  Corporation  Trust
          Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New
          Castle County,  Delaware  19801, or such other location as the members
          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
                                     P0WERS

               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.



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                                    ARTICLE V
                                   AMENDEMENTS

               The  Company  reserves  the  right to amend  its  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 the 19th day of October, 1999.



                                                     /S/ BARBARA FARR
                                                     ----------------
                                                     Barbara Farr
                                                     Authorized Person

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