SECOND AMENDMENT TO

                                                                Exhibit 10.6.2


                               SECOND AMENDMENT TO

                      OPERATIONS AND MAINTENANCE AGREEMENT

         THIS AMENDMENT to Operations and Maintenance Agreement ("Amendment")
dated as of this 4th day of November, 1999, is by and between Tenaska Georgia
Partners, L.P., a Delaware limited partnership ("Owner") and Tenaska Operations,
Inc., a Delaware corporation ("Operator").

         WHEREAS, Owner and Operator desire to further amend that certain
Operations and Maintenance Agreement by and between them, dated September 10,
1999, as amended by Amendment dated October 26, 1999 ("O&M Agreement"), whereby
Operator will waive its right to receive the annual Fixed Management Fee for the
Year 2003.

         NOW, THEREFORE, in consideration of the premises contained in this
Amendment, the Parties hereto, intending to be legally bound, agree as follows:

1.       AMENDMENT

         Section 5.4(a) of the O&M Agreement is hereby amended by adding thereto
         as the final sentence the following:

                  "Notwithstanding any provision in this Section 5.4(a) to the
                  contrary, Operator hereby forever waives, releases and
                  discharges Owner from any and all obligation to pay to
                  Operator the annual Fixed Management Fee for Year 2003 only."

2.       ENTIRE AGREEMENT

         This Amendment contains all of the understandings and agreements
         existing between the Parties with respect to the subject matter of this
         Amendment. All provisions of the O&M Agreement not modified by this
         Amendment shall remain in full force and effect.

3.       GOVERNING LAW

         THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
         THE LAW OF THE STATE OF GEORGIA, EXCLUDING CONFLICT OF LAW RULES WHICH
         MAY CALL FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.


                                       1





         IN WITNESS WHEREOF, each Party has caused this Amendment to be signed
in its name and on its behalf by a duly authorized officer, as of the day and
year first above written.

                                            OWNER:

                                            TENASKA GEORGIA PARTNERS, L.P.,
                                            a Delaware limited partnership

                                            By:   Tenaska Georgia, Inc.
                                            Its:  Managing General Partner

                                            By:   /s/
                                                  ------------------------------
                                            Title:Vice President

                                            OPERATOR:

                                            TENASKA OPERATIONS, INC.,
                                            a Delaware corporation

                                            By:   /s/
                                                  ------------------------------
                                            Title:Vice President


                                       2