FIRST AMENDMENT

                                                                 Exhibit 10.8(d)
                                                                 ---------------

                                FIRST AMENDMENT

                                       TO

                            POWER PURCHASE AGREEMENT

                                    BETWEEN

                        PACIFIC GAS AND ELECTRIC COMPANY

                                      AND

                               ZOND SYSTEMS, INC.



     WHEREAS, on January 17, 1985, Pacific Gas and Electric Company (PGandE) and
Wind Developers Inc. entered into a Standard Offer No. 4 Power Purchase
Agreement (Agreement) for the purchase of power from generating facilities to be
located in the Altamont Pass area of Alameda County.

     WHEREAS, on December 6, 1985, PGandE consented to an assignment of the
Agreement from Wind Developers, Inc. to Zond Systems, Inc.

     WHEREAS, on December 6, 1985, PGandE consented to an assignment of the
Agreement from Zond Systems, Inc. to Zond Windsystems Partners, Ltd. Series 85-C
(Seller).

     THEREFORE, the parties hereby agree to the following amendments:





     1)   Article 3, Purchase of Power, Section (g)
          -----------------------------------------

          This section, which previously read "The transformer loss adjustment
          factor is determined in Appendix A-19" shall be changed to read as
          follows:

               "The transformer loss adjustment factor is 0 (footnote 3)."

               The following footnote shall also be added:

               3    If  Seller chooses to have meters placed on Seller's side of
                    the transformer, an estimated transformer loss adjustment
                    factor of 2 percent, unless the Parties agree otherwise,
                    will be applied. This estimated transformer loss figure will
                    be adjusted to a measurement of actual transformer losses
                    performed at Seller's request and expense.

     2)   Article 7, Curtailment
          ---------------------

          Seller's selection of Curtailment Option shall be changed from
          Curtailment Option A - Hydro Spill and Negative Avoided Cost to
          Curtailment Option B - Adjusted Price Period.





     3)   Appendix A, General Terms and Conditions, Section A-19
          ------------------------------------------------------

          This section, "Transformer Loss Adjustment for Low-side Metering",
          shall be deleted.

     All other terms and conditions of the Agreement remain unchanged. This
First Amendment is effective as of the last date set forth below.


ZOND WINDSYSTEM PARTNERS,                   PACIFIC GAS AND ELECTRIC COMPANY
LTD, SERIES 85-C



By:  /s/ Xxxxx X. Xxxxxxxx                  By:  /s/ X.X. Xxxx
   -----------------------------------         -----------------------------
                                                       X.X. XXXX
Title: Sr. V.P. of the General Partner
       -------------------------------      Title:  Chief Generation
                                                    Planning Engineer
Date Signed:  12/11/85
            --------------                  Date Signed:  12/10/85
                                                        ------------