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EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 2 to Registration Statement No.
333-30266 and 333-30266-01 of Project Orange Associates, L.P. and Project Orange
Capital Corp. of our reports dated May 13, 2000 relating to the balance sheets
of G.A.S. Orange Associates, L.L.C. and G.A.S. Orange Partners, L.P. appearing
in the prospectus which is part of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
prospectus.
/S/ Dannible & McKee, LLP
June 12, 2000
Syracuse, New York
