EXHIBIT 9.3

                 AMENDMENT NO. 2 TO INVESTORS RIGHTS AGREEMENT


                This AMENDMENT NO. 2 TO INVESTORS RIGHTS AGREEMENT (this
"Amendment") is made effective as of October 18, 2000 and amends that certain
INVESTORS RIGHTS AGREEMENT, dated August 22, 1997, by and among CAPSTONE TURBINE
CORPORATION, a California corporation (the "Company") and certain of its
shareholders, as amended to the date hereof (the "Agreement").

                Whereas, the parties hereto are parties to the Agreement, and
desire to amend the Agreement to reduce certain notice periods set forth
therein; and

                Whereas, Section 7.2 of the Agreement provides that the
Agreement may be amended with the written consent of the holders of at least a
majority of the Registrable Shares, as defined in the Agreement;

                NOW, THEREFORE, in consideration of the foregoing and the
agreements contained herein, the parties agree as follows:

                1. Piggy-Back Registration. Section 3.1 of the Agreement is
        hereby amended and restated to read in its entirety:

                        "3.1 Piggy-Back Registrations. 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 the Qualified Public Offering, the
                Initial Public Offering or 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 (a
                "Piggy-Back Registration"), it shall send to each Holder,
                written notice of such determination and, if within seven (7)
                days after delivery 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, 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. Any reduction in the number of
                the Registrable Shares to be included in such registration
                statement pursuant to the foregoing sentence shall be allocated
                among holders of Registrable Shares requesting their inclusion
                under this Section 3.1 on a pro rata basis in proportion to the
                number of shares requested to be included by each such holder.
                No right under this Section 3.1 shall be construed to limit any
                registration required under Section 3.2."




                2. Demand Registration. The second sentence of Section 3.2 of
        the Agreement is hereby amended and restated to read in its entirety:

                        "Upon written request of any Holder given within seven
                (7) days after the delivery to such Holder by the Company of
                such notification, the Company will use its diligent efforts to
                cause such of the Registrable Shares as may be requested by any
                Holder (including the Holder giving the initial notice of intent
                to offer) to be registered under the Securities Act
                expeditiously as possible (a "Demand Registration")."

                3. No Further Changes. Except as provided above, the Agreement
        shall remain in full force and effect.

                4. Governing Law and Construction. This Amendment will be
        governed by and construed in accordance with the laws of California,
        without regard to the principles of conflicts of law. The language of
        this Amendment shall be deemed to be the result of negotiation among the
        parties and their respective counsel and shall not be construed strictly
        for or against any party. Each party (i) agrees that any action arising
        out of or in connection with this Amendment shall be brought solely in
        federal or state courts in Los Angeles, California, (ii) hereby consents
        to the sole jurisdiction of such courts, and (iii) agrees that, whenever
        a party is requested to execute one or more documents evidencing such
        consent, it shall do so immediately.

                5. Counterparts. This Amendment may be executed in any number of
        counterparts, all of which taken together shall constitute one and the
        same instrument, and any of the parties hereto may execute this
        Agreement by signing any such counterpart.




                           [Signature Pages to Follow]



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                IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.

CAPSTONE TURBINE CORPORATION



/s/ Jeffrey Watts
- ---------------------------------
Jeffrey Watts
Chief Financial Officer







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