CERTIFICATE OF INCORPORATION WITH RESPECT TO
                        CINERGY GLOBAL POWER IBERIA, S.A.

The underdesigned, Cesar Rodriguez, attorney-at-law,  officiating under Oviedo's
Bar Association, declares that:

     1.- CINERGY  GLOBAL  POWER  IBERIA,  S.A.,hereinafter  referred to as: "The
     Company"-is a company with limited  liability,  organised under the laws of
     Spain,  having its registered  office at Paseo de la Castellana 23, Madrid,
     Spain,  and having its offices at such place,  and being  registered on the
     Mercantile Register of Madrid under number M-221995.

     2.-  according  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since its  incorporation,  executed  before D. Vicente  Moreno-Torres  Camy
     civil law notary, officiating in Madrid;

     3.-  ACCORDING TO ARTICLE 2 OF THE RECENT  ARTICLES OF  ASSOCIATION  OF THE
     COMPANY,  THE  OBJECTS OF THE COMPANY  ARE TO ASSESS,  DEVELOP,  CONSTRUCT,
     EXPLOIT  AND/OR  OPERATE  ON  EITHER  GENERATION  OR  COMMERCIALISATION  OF
     ELECTRIC ENERGY. The listed activities can be developed indirectly, totally
     or in part,  through the participation in other companies,  with similar or
     identical object.

     4.- The Company can give securities for debts of group-companies and of its
     shareholders.

     5.- the  Company  can hold  shares/shares  in,  manage  and  finance  these
     enterprises.

     6.-  according  to  the  registration  of  the  aforementioned   Mercantile
     Register, the following persons or entities are directors of the Company:

     a)   Mr.  John  Bryant,   born  on  11  June  1946,   married,  of  British
          nationality,  residing at 105 Home Park,  Wimbledon,  London SW19 7HT,
          England.

     b)   Mr.  Derek  John  Spencer,  born on 29 May 1941,  married,  of British
          nationality,  residing  at  Paseo  de  la  Castellana,  n  degree  23,
          Esc.1(a), 1 degree de Madrid.

     c)   Mr. Francisco Rausell Solari,  born on 16 December 1952,  married,  of
          Spanish  nationality,  residing at calle Padre Claret,  6, 7 degree B,
          Madrid



Signed at Madrid on March 29, 1999

Fdo. Cesar Rodriguez                         Fdo. Francisco Rausell Solari
                                             Director