EXHIBIT 3.8



                  AMENDED AND RESTATED CERTIFICATE OF FORMATION
                                       OF
                       MACQUARIE INFRASTRUCTURE ASSETS LLC

                      a Delaware limited liability company

            This Amended and Restated Certificate of Formation of Macquarie
Infrastructure Assets LLC (the "LLC") dated as of October 12, 2004, is being
duly executed and filed by Peter Stokes, as an authorized person, in accordance
with the provisions of 6 Del. C. Sections 18-208 and the provisions of the
resolutions adopted by Unanimous Written Consent of the Board of Directors on
October 12, 2004, for purposes of changing the LLC's name from Macquarie
Infrastructure Assets LLC to Macquarie Infrastructure Company LLC, and otherwise
restating the original Certificate of Formation of Macquarie Infrastructure
Assets LLC, which was filed on April 13, 2004 with the Office of the Secretary
of State of the State of Delaware (the "Certificate") to form a limited
liability company under the Delaware Limited Liability Company Act, 6 Del. C.
Sections 18-101, et seq.

            The Certificate is hereby amended and restated in its entirety to
read as follows:

            1. The name of the limited liability company is Macquarie
Infrastructure Company LLC.

            2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, 19801. The name of its registered agent at such address is The
Corporation Trust Company.

            3. This Amended and Restated Certificate shall become effective upon
filing in the office of the Secretary of State of the State of Delaware.




            IN WITNESS WHEREOF, the undersigned has executed this Amended and
Restated Certificate of Formation as of the date first above written.


                                        /s/ Peter Stokes
                                        ---------------------------------
                                        Name: Peter Stokes
                                        Authorized Person