EXHIBIT 9.2




                 AMENDMENTS TO THE INVESTOR RIGHTS AGREEMENT

        The following amendment to the Investor Rights Agreement dated August
22, 1997, as amended on February 24, 2000 among Capstone Turbine Corporation, a
California corporation (the "Company") and each of the shareholders,
optionholders, and warrant holders of the Company was approved by such pursuant
to the Consent Solicitation dated April 13, 2000.


        3.1 Piggyback Registrations. The first sentence of Section 3.1 is
deleted in its entirety and replaced with the following:

               "If at any time the Company shall determine to register for its
               own account or the account of others under the Securities Act
               (including, without limitation pursuant to a demand for
               registration of any Shareholder of the Company) any of its equity
               securities, other than on Form S-8 or Form S-4 or their then
               equivalents and other than in connection with any Initial Public
               Offering which is a Qualified Public Offering (a "Piggy-Back
               Registration"), it shall send to each Holder, written notice of
               such determination and, if within fifteen (15) days after receipt
               of such notice, such Holder shall so request in writing, the
               Company shall use its diligent efforts to include in such
               registration statement all or any part of the Registrable Shares
               such Holder requests to be registered, except that if, in
               connection with any offering involving an underwriting of Common
               Stock to be issued by the Company, the managing underwriter shall
               impose a limitation on the number of shares of Common Stock which
               may be included in the registration statement because, in its
               judgment, such limitation is necessary to effect an orderly
               public distribution, then the Company shall be obligated to
               include in such registration statement only such limited portion
               (or none, if so required by the managing underwriter) of the
               Registrable Shares with respect to which such Holder has
               requested inclusion hereunder."


        The following amendment to the Investor Rights Agreement dated August
22, 1997, as amended on February 24, 2000 among Capstone Turbine Corporation, a
California corporation (the "Company") and each of the shareholders,
optionholders, and warrant holders of the Company was approved by such pursuant
to the Consent Solicitation dated May, 2000.


        The definition of the term "Qualified Public Offering" is deleted in its
entirety and replaced with the following:

        "Qualified Public Offering" means an underwritten public offering on a
        firm commitment basis pursuant to an effective registration statement
        filed pursuant to the Securities Act of 1933 , as amended, covering the
        offer and sale of Common Stock of the Company in which the net proceeds
        of the offering equal or exceed $30,000,000 (net of underwriting
        discounts and commissions) and in which the price per share of the
        Common Stock equals or exceeds $8, which price per share


        shall be subject to the appropriate adjustments for Recapitalization
        Events; provided, however, that no adjustment shall be made to the $8
        price per share in connection with the proposed three-for-five reverse
        stock split pursuant to the Notice and Consent Solicitation dated May,
        2000, if any)."