PW BIRCH FUND LLC, N-2, EX-99.A.2, 2000-10-20

PW BIRCH FUND LLC
N-2, EX-99.A.2, 2000-10-20

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                                                            EXHIBIT a(2)
                            CERTIFICATE OF AMENDMENT

                                       OF

                              PW BIRCH FUND, L.L.C.



          1. The name of the limited liability company is PW Birch Fund, L.L.C.

          2. The Certificate of Formation of the limited liability company is
hereby amended as follows:

          The name of the limited liability company is PW Juniper Crossover
Fund, L.L.C.

          3. This Certificate of Amendment shall be effective upon filing.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of PW Birch Fund, L.L.C. this 26th day of September, 2000.





                                   AUTHORIZED PERSON:

                                   By: /S/ DANIEL ARCHETTI
                                       ---------------------------
                                       Daniel Archetti