<PAGE>
                                     
                                     
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                                     
                          Washington, D.C. 20549
                                     
                                 FORM 10-Q
                                ___________
                                     
                                (Mark one)
   
    X   QUARTERLY  REPORT  PURSUANT  TO SECTION  13  OR  15(d)  OF  THE
        SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD  ENDED
        SEPTEMBER 30, 1998
   
                                    OR
                                     
    _   TRANSITION  REPORT  PURSUANT TO SECTION  13  OR  15(d)  OF  THE
        SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD  FROM
        TO
   
        Commission File Number 1-9208
   
                    COGENERATION CORPORATION OF AMERICA
            (Exact name of Registrant as Specified in Charter)
                                     
             Delaware                          59-2076187
   (State or other jurisdiction             (I.R.S. Employer
         of incorporation)                 Identification No.)
                                ___________
                                     
                      One Carlson Parkway, Suite 240
                     Minneapolis, Minnesota 55447-4454
            (Address of principal executive offices) (Zip Code)
                                     
    Registrant's telephone number, including area code: (612) 745-7900
                                     
     Indicate  by check mark whether the registrant: (1) has filed  all
   reports  required  to  be  filed by  Section  13  or  15(d)  of  the
   Securities  Exchange Act of 1934 during the preceding 12 months  (or
   for  such  shorter period that the registrant was required  to  file
   such  reports), and (2) has been subject to such filing requirements
   for the past 90 days.     X    Yes                No
   
       APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                     DURING THE PRECEDING FIVE YEARS:
                                     
     Indicate  by  check  mark  whether the registrant  has  filed  all
   documents  and reports required to be filed by Sections  12,  13  or
   15(d)  of  the  Securities Exchange Act of 1934  subsequent  to  the
   distribution  of  securities  under a plan  confirmed  by  a  court.
       X    Yes                 No
   
                   APPLICABLE ONLY TO CORPORATE ISSUERS:
                                     
     Indicate the number of shares outstanding of each of the  issuer's
   classes  of  common  stock  as  of  the  latest  practicable   date:
   6,836,769  shares of common stock, $0.01 par value  per  share  (the
   "Common Stock"), as of November 9, 1998.
   
                                     
<PAGE>
                                     
                    COGENERATION CORPORATION OF AMERICA
                                 FORM 10-Q
                            September 30, 1998
                                     
                                   INDEX
                                     

                                                                       Page
Part I - Financial Information:

 Item 1. Financial Statements                                            3

         Consolidated Balance Sheets -
           September 30, 1998 and December 31, 1997                      3
         Consolidated Statements of Operations -
           Three months and nine months ended September 30, 1998
            and September 30, 1997                                       4
         Consolidated Statements of Cash Flows -
           Nine months ended September 30, 1998 and September 30, 1997   5
         Notes to Consolidated Financial Statements                      6

 Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations                            11

 Item 3. Quantitative and Qualitative Disclosures About Market Risk     23

Part II - Other Information

 Item 1. Legal Proceedings                                              24

 Item 6. Exhibits and Reports on Form 8-K                               25

 Signature                                                              26

 Index to Exhibits                                                      27

                                     2
                                     
<PAGE>
                                     
                                  PART 1

                           FINANCIAL INFORMATION
                                     
   Item 1.  FINANCIAL STATEMENTS

                    COGENERATION CORPORATION OF AMERICA
                        CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)
                                     
<TABLE>
<CAPTION>
                                     
                                  ASSETS
                                                                   September 30,    December 31,
                                                                         1998            1997
                                                                     (Unaudited)           
<S>                                                               <C>             <C>    
Current assets:
   Cash and cash equivalents....................................   $    3,417      $    3,444
   Restricted cash and cash equivalents.........................       11,178           8,527
   Accounts receivable, net.....................................       13,155          11,099
   Receivables from related parties.............................          146              87
   Notes receivable, current....................................            3              27
   Inventories..................................................        2,368           2,134
   Other current assets.........................................          729           1,022
                                                                                        
     Total current assets.......................................       30,996          26,340
                                                                                        
 Property, plant and equipment, net of accumulated                        
    depreciation of $50,388 and $44,517, respectively...........      123,518         127,574
 Property under construction....................................       92,853          46,247
 Project development costs......................................          731             129
 Investments in equity affiliates...............................       17,638          13,381
 Deferred financing costs, net..................................        6,008           5,643
 Deferred tax assets, net.......................................        7,996           7,996
 Other assets...................................................          516             584
                                                                                        
     Total assets...............................................   $  280,256      $  227,894
    
</TABLE>
                                     
<TABLE>
<CAPTION>
                                     
              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<S>                                                               <C>             <C>
Current liabilities:                                                                    
  Current portion of loans and payables due NRG Energy, Inc.....   $    2,041      $    2,864
  Current portion of nonrecourse long-term debt.................        9,339           8,525
  Current portion of recourse long-term debt....................          408             495
  Short-term borrowings.........................................        2,594           1,313
  Accounts payable..............................................       17,279          20,582
  Prepetition liabilities.......................................          797             775
  Other current liabilities.....................................        2,765           3,083
                                                                                       
    Total current liabilities...................................       35,223          37,637
                                                                                        
Loans due NRG Energy, Inc.......................................        4,439           4,439
Nonrecourse long-term debt......................................      212,463         165,020
Recourse long-term debt.........................................       25,000          25,000
                                                                                        
    Total liabilities...........................................      277,125         232,096
                                                                                        
Stockholders' equity (deficit):                                                         
  Preferred stock, par value $.01, 20,000,000 shares                                    
    authorized; none issued or outstanding......................            -               -
  New common stock, par value $.01, 50,000,000 shares                                   
    authorized, 6,871,069 shares issued,                                                
    6,836,769 shares outstanding as of                                                  
     September 30, 1998 and December 31, 1997, respectively.....           68              68
  Additional paid-in capital....................................       65,715          65,715
  Accumulated deficit...........................................      (62,332)        (69,592)
  Accumulated other comprehensive income (loss).................         (320)           (393)
                                                                                        
    Total stockholders' equity (deficit)........................        3,131          (4,202)
                                                                                        
    Total liabilities and stockholders' equity (deficit)........   $  280,256      $  227,894

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                     3
                                     
<PAGE>
                                     
                    COGENERATION CORPORATION OF AMERICA
             CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
             (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                 Three Months Ended             Nine Months Ended
                                            September 30,  September 30,   September 30,   September 30,
                                                 1998           1997            1998            1997
<S>                                        <C>            <C>             <C>             <C>
REVENUES:                                                                                
 Energy revenues.......................     $  11,153      $  11,030       $  32,954       $  32,423
 Equipment sales and services..........         6,237          5,243          14,571          14,435
 Rental revenues.......................           727            616           2,208           1,543
                                                                                         
                                               18,117         16,889          49,733          48,401
                                                                                         
COST OF REVENUES:                                                                        
 Cost of energy revenues...............         4,205          3,462          11,905          10,694
 Cost of equipment sales and services..         5,229          4,425          12,697          11,986
 Cost of rental revenues...............           585            419           1,759           1,242
                                                                                         
                                               10,019          8,306          26,361          23,922
                                                                                         
   Gross profit........................         8,098          8,583          23,372          24,479
                                                                                         
 Selling, general and                                                                    
  administrative expenses..............         1,387          2,080           5,923           5,996
                                                                                         
   Income from operations..............         6,711          6,503          17,449          18,483
                                                                                         
 Interest and other income.............           215            160             684             549
 Equity in earnings of affiliates......         1,595             24           4,241              67
 Interest and debt expense.............        (3,504)        (3,670)        (10,543)        (11,001)
                                                                                         
   Income before income taxes..........         5,017          3,017          11,831           8,098
                                                                                         
Provision for income taxes.............         1,809            224           4,571             747
                                                                                         
   Net income..........................     $   3,208      $   2,793       $   7,260       $   7,351
                                                                                         
Basic earnings per share...............     $    0.47      $    0.43       $    1.06       $    1.14
                                                                                         
Diluted earnings per share.............     $    0.46      $    0.41       $    1.04       $    1.12
                                                                                         
Weighted average shares                                                                  
 outstanding (Basic)...................         6,837          6,441           6,837           6,441
                                                                                         
Weighted average shares                                                                  
 outstanding (Diluted).................         6,952          6,771           6,983           6,586

</TABLE>








The accompanying notes are an integral part of these consolidated financial
statements.

                                     4

<PAGE>
                                     
                    COGENERATION CORPORATION OF AMERICA
             CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                          (Dollars in thousands)
                                     
<TABLE>
<CAPTION>
                                                                        Nine Months Ended       
                                                                   September 30,  September 30,
                                                                        1998           1997
<S>                                                               <C>            <C>
Cash Flows from Operating Activities:                                                 
 Net income...................................................     $   7,260      $   7,351
 Adjustments to reconcile net income to net                                           
   cash provided by operating activities:                                             
     Depreciation and amortization............................         6,343          5,722
     Equity in earnings of affiliates.........................        (4,241)           (67)
     (Gain) loss on disposition of property and equipment.....          (137)           585
     Other, net...............................................            57            (28)
     Changes in operating assets and liabilities:                                     
       Accounts receivable, net...............................        (2,056)          (253)
       Inventories............................................          (234)          (280)
       Receivables from related parties.......................           (59)           120
       Other assets...........................................           276            (59)
       Accounts payable and other current liabilities.........         2,381         (2,164)
                                                                                      
         Net cash provided by operating activities............         9,590         10,927
                                                                                      
Cash Flows from Investing Activities:                                                 
 Capital expenditures.........................................       (48,971)        (1,636)
 Proceeds from disposition of property and equipment..........           686            552
 Investment in equity affiliates..............................             -         (4,900)
 Project development costs....................................          (602)           (15)
 Collections on notes receivable..............................            24          1,152
 Deposits into restricted cash accounts, net..................        (2,629)        (2,505)
                                                                                      
         Net cash used in investing activities................       (51,492)        (7,352)
                                                                                      
Cash Flows from Financing Activities:                                                 
 Proceeds from long-term debt.................................        47,625          4,900
 Repayments of long-term debt.................................        (6,280)        (8,455)
 Net proceeds (repayments) of short-term borrowings...........         1,281           (711)
 Repayments of prepetition liabilities........................             -         (1,665)
 Deferred financing costs.....................................          (751)             -
                                                                                      
         Net cash provided by (used in) financing activities..        41,875         (5,931)
                                                                                      
Net decrease in cash and cash equivalents.....................           (27)        (2,356)
Cash and cash equivalents, beginning of period................         3,444          3,187
Cash and cash equivalents, end of period......................     $   3,417       $    831

</TABLE>

<TABLE>
<CAPTION>
<S>                                                               <C>            <C>
Supplemental disclosure of cash flow information:
  Interest paid...............................................     $  10,622      $  12,500
  Income taxes paid...........................................         1,424          1,317
  Transfer of construction payables into long-term debt.......         6,825              -

</TABLE>




The accompanying notes are an integral part of these consolidated financial
statements.
                                     5

<PAGE>
                                     

                    COGENERATION CORPORATION OF AMERICA
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                            SEPTEMBER 30, 1998
                          (Dollars in thousands)
                                     
1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Cogeneration Corporation of America ("CogenAmerica" or the "Company,"
formerly NRG Generating (U.S.) Inc.) and its subsidiaries develop  and  own
cogeneration projects which produce electricity and thermal energy for sale
to  industrial and commercial users and public utilities.  In addition, the
Company,  through  its  subsidiaries, sells  and  rents  power  generation,
cogeneration and standby/peak shaving equipment and services.

     Basis of Presentation

      The  consolidated financial statements include the  accounts  of  all
majority-owned subsidiaries and all significant intercompany  accounts  and
transactions  have been eliminated.  Investments in companies, partnerships
and  projects  that  are  more than 20% but less  than  majority-owned  are
accounted for by the equity method.

     The accompanying unaudited consolidated financial statements and notes
should  be read in conjunction with the Company's Report on Form  10-K  for
the  year  ended  December  31, 1997.  In the opinion  of  management,  the
consolidated financial statements reflect all adjustments necessary  for  a
fair  presentation of the interim periods presented.  Results of operations
for  an  interim period may not give a true indication of results  for  the
year.

     Reclassifications

      Certain reclassifications have been made to conform prior years' data
to  the  current presentation.  These reclassifications had  no  impact  on
previously reported net income or stockholders' deficit.

     Net Earnings Per Share

      Basic earnings per share is computed by dividing net income available
to common stockholders by the weighted average shares outstanding.  Diluted
earnings  per share is computed by dividing net income available to  common
stockholders  by the weighted average shares of common stock  and  dilutive
common stock equivalents outstanding.  The Company's dilutive common  stock
equivalents  result from stock options and are computed using the  treasury
stock method.

<TABLE>
<CAPTION>
                               Three Months Ended                 Three Months Ended       
                               September 30, 1998                 September 30, 1997    
                           Income       Shares                Income       Shares       
                        (Numerator) (Denominator)  EPS     (Numerator) (Denominator)  EPS
<S>                     <C>            <C>      <C>        <C>            <C>      <C>
Net income:                                                                      
 Basic EPS               $   3,208       6,837   $ 0.47     $   2,793       6,441   $ 0.43
 Effect of dilutive                                                             
   Stock options                 -         115                      -         330       
                                                                                
 Diluted EPS             $   3,208       6,952   $ 0.46     $   2,793       6,771   $ 0.41

</TABLE>
                                     6
<PAGE>
                                     
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                            SEPTEMBER 30, 1998
                          (Dollars in thousands)

<TABLE>
<CAPTION>

Three Months Ended                 Three Months Ended       
                               September 30, 1998                 September 30, 1997    
                           Income       Shares                Income       Shares       
                        (Numerator) (Denominator)  EPS     (Numerator) (Denominator)  EPS
<S>                     <C>            <C>      <C>        <C>            <C>      <C>
Net income:                                                                      
 Basic EPS               $   7,260       6,837   $ 1.06 $       7,351       6,441   $ 1.14
 Effect of dilutive                                                             
   Stock options                 -         146                      -         145       
                                                                                
 Diluted EPS             $   7,260       6,983   $ 1.04 $       7,351       6,586   $ 1.12
                                     
</TABLE>

2.   LOANS DUE NRG ENERGY, INC.

      Of  the  September 30, 1998 loan balance of $4,439 due to NRG Energy,
Inc.  ("NRG  Energy"), $2,539 has a maturity date of  April  30,  2001  and
$1,900  has  a maturity date of July 1, 2005.  Subsequent to September  30,
1998,  additional borrowings from NRG Energy occurred. See Note  4  of  the
Notes to Consolidated Financial Statements.

3.   COMPREHENSIVE INCOME

      Effective January 1, 1998, the Company adopted Statement of Financial
Accounting  Standards  No.  130, "Reporting  Comprehensive  Income"  ("SFAS
130"),  which  established  new  rules for the  reporting  and  display  of
comprehensive  income and its components in a full set  of  general-purpose
financial  statements.  Adoption of SFAS 130 had no impact on the Company's
net income or stockholders' equity.  The Company's comprehensive income  is
comprised  of  net  income and other comprehensive income,  which  consists
solely  of  foreign  currency translation adjustments.  The  components  of
comprehensive income, net of related tax, for the third quarter  and  first
nine months of 1998 and 1997 were as follows:

<TABLE>
<CAPTION>
                                        Three Months Ended             Nine Months Ended
                                   September 30,  September 30,   September 30,  September 30,
                                        1998           1997            1998           1997
<S>                               <C>            <C>             <C>            <C>
     Net income                    $   3,208      $   2,793       $   7,260      $   7,351
     Foreign currency translation                                            
      gain (loss)                         47            (90)             73           (112)
     Comprehensive income          $   3,255      $   2,703       $   7,333      $   7,239

</TABLE>

4.   SUBSEQUENT EVENTS

     Acquisition of Pryor Project

      On October 9, 1998, CogenAmerica Pryor Inc. ("CogenAmerica Pryor"), a
wholly-owned subsidiary of CogenAmerica, acquired from Mid-Continent  Power
Company,  LLC  ("MCPC  LLC") the entire interest in a 110  megawatt  ("MW")
cogeneration project located in the Mid-America Industrial Park, in  Pryor,
Oklahoma  (the "Pryor Project").  MCPC LLC is owned 50% by NRG  Energy  and
50%  by  parties  affiliated with Decker Energy  International,  Inc.   NRG
Energy  beneficially owns 47.6% of the Company's Common Stock, and five  of
the Company's directors are executive officers of NRG Energy.

      CogenAmerica Pryor acquired the Pryor Project by purchasing from MCPC
LLC  all  of  the issued and outstanding stock of Oklahoma Loan Acquisition
Corporation  ("OLAC")  for  a cash purchase price  of  approximately  $23.9
million.  The Mid-Continent Power Company, Inc.

                                     7

<PAGE>

("MCPC")  had transferred the Pryor Project to OLAC in December 1997  under
its  bankruptcy  reorganization plan.  The Pryor Project sells  110  MW  of
capacity and varying amounts of energy to Oklahoma Gas and Electric Company
under  a  contract  through 2008 and steam to a number of industrial  users
under  contracts with various termination dates ranging from 1998 to  2007.
In  addition,  the  Pryor Project sells varying amounts of  energy  to  the
Public Service of Oklahoma at its avoided cost.

      The  acquisition will be accounted for as a purchase  in  the  fourth
quarter.   NRG  Energy  has  loaned  the  Company  and  CogenAmerica  Pryor
approximately $23.9 million to finance the acquisition.  The loan is a six-
year  term facility requiring interest and variable principal and  interest
payments  on a quarterly basis, based on project cash flows.  The  interest
rate  on the note relating to such loan is currently set at the prime  rate
plus  3.5%.   The interest rate reduces by two percentage points  upon  the
occurrence  of certain events related to elimination of default risk  under
the  loan.   The  Company  is continuing to pursue alternative  sources  of
financing  for  either CogenAmerica Pryor or itself,  which  financing  may
include a refinancing of any amounts borrowed under the loan agreement.

Sale of OES

      On  November 5, 1998 the Company sold O'Brien Energy Services Company
("OES"),  a  wholly-owned subsidiary of the Company, in a stock transaction
to  an  unrelated third party.  The sales price was $2,000 and the  Company
recorded  a  gain  on the sale.  During the quarter and  nine-month  period
ended  September 30, 1998, the Company recorded revenue from OES of  $1,728
and $5,184, respectively.  The disposition of this business is not expected
to  have  a  material  impact on the Company's  results  of  operations  or
financial position.

Borrowings under Morris Project Loan

      On October 30, 1998 the Company borrowed $8,902 from NRG Energy under
the Supplemental Loan Agreement to partially fund its equity commitment for
the  Morris  Project.   It  is expected that the Company  will  access  the
Supplemental Loan Agreement up to the maximum commitment of $22,000 by  the
end  of the year to fully fund its equity commitment for the project.   The
Supplemental Loan Agreement calls for an interest rate of prime plus  1.5%,
but  until  the  possible  event of default  related  to  the  Grays  Ferry
Cogeneration  Project (the "Grays Ferry Project") that has been  waived  by
MeesPierson has been eliminated, the loan will bear interest at  the  prime
rate plus 3.5%.  The Company is continuing to pursue alternative sources of
financing  for  either CogenAmerica Funding or itself, which financing  may
include  a refinancing of any amounts borrowed under the Supplemental  Loan
Agreement.

Expenses Related to Proxy Solicitation

      As  previously reported in the Company's Report on Form 8-K filed  on
November  10,  1998,  on  October  8,  1998  NRG  Energy  filed  definitive
solicitation materials (the "NRG Proxy Materials") with the Securities  and
Exchange Commission (the "SEC") pursuant to Section 14(a) of the Securities
Exchange  Act  of 1934, as amended, relating to a proposed solicitation  of
proxies  and consents from the Company's stockholders to remove  Robert  T.
Sherman,  Jr.,  then  the Company's President and Chief Executive  Officer,
from  the Company's Board of Directors (the "NRG Proxy Solicitation").   On
October  26,  1998  NRG Energy delivered to the Company's registered  agent
consents  of  the holders of in excess of 50% of the Company's  outstanding
Common Stock in favor of Mr. Sherman's removal from the

                                     8

<PAGE>

Company's  Board  of  Directors.  However, NRG Energy has  stated  that  it
intends  to  proceed  with a Special Meeting of the Company's  stockholders
scheduled for November 12, 1998 to vote its shares and the shares for which
it  holds  a  proxy  on the removal of Mr. Sherman in  order  to  eliminate
potential litigation over the validity of the consent action.

      The NRG Proxy Solicitation was opposed by Mr. Sherman and the members
of  the  Independent  Directors Committee of the  Board,  and  expenses  of
approximately $200 were incurred after September 30, 1998, on behalf of the
Company  in  that  effort.  In addition, in the NRG  Proxy  Materials,  NRG
Energy stated that if it was successful with the NRG Proxy Solicitation  it
intended  to  seek  reimbursement from the  Company  for  its  expenses  of
preparing, assembling, printing and mailing the NRG Proxy Materials and the
accompanying  proxy  and consent cards and its costs of soliciting  proxies
and consents.  NRG Energy further indicated in the NRG Proxy Materials that
it estimated that it would incur an aggregate of approximately $300 of such
expenses.

5.   INVESTMENT IN GRAYS FERRY

     CogenAmerica Schuylkill Inc., a wholly-owned subsidiary ("CSI"), has a
one-third  partnership interest in the Grays Ferry Cogeneration Partnership
("Grays  Ferry  Partnership").  The other partners are affiliates  of  PECO
Energy  Company  ("PECO") and Trigen Energy Corporation ("Trigen").   Grays
Ferry   has   constructed  a  150  MW  cogeneration  facility  located   in
Philadelphia.  Grays Ferry has a 25-year contract to supply all  the  steam
produced by the project to an affiliate of Trigen through January 2023  and
a 20-year contract to supply all the electricity produced by the project to
PECO through January 2018.

      The  Company accounts for its investment in Grays Ferry by the equity
method.  The investment in Grays Ferry was $17,060 and $12,845 at September
30,  1998 and December 31, 1997, respectively.  The Company's equity in the
earnings  of  Grays Ferry was $1,583 and $4,215 for the  quarter  and  nine
months   ended  September  30,  1998.   Grays  Ferry  commenced  commercial
operations  in  January  1998  and  therefore  had  no  earnings  in  1997.
Summarized  income  statement  information  of  Grays  Ferry  for  1998  is
presented below.

                                                 GRAYS FERRY    
                                        Three Months     Nine Months
                                            Ended           Ended
                                        September 30,   September 30,
                                            1998            1998
                                                            
     Net revenues                       $  20,665       $  58,128
     Cost of sales                         11,257          33,866
     Operating income                       7,923          20,647
     Partnership net income                 4,531          12,646


6.   LITIGATION

     Grays Ferry Litigation.  The Company's wholly-owned subsidiary through
which  it  owns a one-third interest in the Grays Ferry Partnership,  filed
suit as one of three Plaintiffs (including the Grays Ferry Partnership)  in
an  action  brought  against PECO on March 9, 1998, in  the  United  States
District Court for the Eastern District of Pennsylvania, seeking relief for
PECO's  refusal to pay the partnership the electricity rates set  forth  in
the  power  purchase agreements.  On March 19, 1998, the  federal  district
court   dismissed   the  federal  lawsuit  for  lack  of   subject   matter
jurisdiction.   On  March  27,  1998, the Plaintiffs  filed  a  motion  for
reconsideration and leave to file an amended complaint.  On

                                     9

<PAGE>

April  13,  1998  the federal district court judge denied  the  Plaintiffs'
motion.   The Plaintiffs thereafter filed a new lawsuit in state  court  in
Pennsylvania  seeking, among other things, to enjoin PECO from  terminating
its  power purchase agreements with the partnership and to compel  PECO  to
pay the electricity rates set forth in the agreements.  On May 5, 1998, the
Grays  Ferry  Partnership obtained a preliminary injunction enjoining  PECO
from  terminating the power purchase agreements and ordering PECO to comply
with the terms of the power purchase agreements pending the outcome of  the
litigation.  The Court of Common Pleas in Philadelphia also ordered PECO to
abide  by  all of the terms and conditions of the power purchase agreements
and  pay  the  rates  set  forth in the agreements.   The  Plaintiffs  were
required  to  post  a  bond in the amount of $50  in  connection  with  the
preliminary  injunction.  On May 8, 1998, PECO filed a motion to  stay  the
preliminary injunction order.  On May 13, 1998, the Grays Ferry Partnership
filed  an emergency petition for contempt to compel PECO to pay the amounts
due  and  owing under the power purchase agreements.  On May 20, 1998,  the
Court  of  Common Pleas granted the motion for civil contempt  and  ordered
PECO  to  pay $50 for each day that PECO failed to comply with the  court's
order.  The power purchaser, in response to the preliminary injunction, has
made all past due payments under protest and continues to make payments  to
the  Grays  Ferry Partnership under protest according to the terms  of  the
power purchase agreements.  On July 7, 1998 PECO withdrew its appeal of the
preliminary  injunction.    The trial date  of  March  29,  1999  has  been
established  and the discovery phase of the litigation is progressing.  The
Grays  Ferry Partnership is vigorously pursuing the litigation and  expects
to achieve a favorable result.

      As  a  result  of  the  power purchaser's actions,  the  Grays  Ferry
Partnership  is  currently  in  default of  its  project  financing  credit
agreement.   The  debt under the credit agreement is secured  only  by  the
partnership's  assets  and  the  partners'  ownership  interests   in   the
partnership.  The lenders have not accelerated the debt as a result of  the
default.  However, the Grays Ferry Partnership is currently prohibited from
making certain distributions to its owners and other parties.  At September
30, 1998 the Company's investment in the Grays Ferry Partnership, which  is
accounted  for  by  the  equity method, was $17.1  million.   While  it  is
possible  that the Company's investment could become impaired, the  Company
does  not  believe  that  is  likely and no provision  for  loss  has  been
recorded.

7.   REVOLVING CREDIT FACILITY

      On  December  17,  1997, the Company entered into a credit  agreement
providing  for a $30,000 reducing revolving credit facility.  The  facility
reduces  by  $2,500 on the first and second anniversaries of the  agreement
and repayment of the outstanding balance is due on the third anniversary of
the   agreement.   At  September  30,  1998,  borrowings  of  $25,000  were
outstanding.  The facility is secured by the assets and cash flows  of  the
Philadelphia  PWD Project as well as the distributable cash  flows  of  the
Parlin and Newark Projects and the Grays Ferry Partnership.

      The  credit  agreement includes cross-default provisions  that  cause
defaults  to  occur in the event certain defaults or other  adverse  events
occur  under  certain other instruments or agreements (including  financing
and  other  project documents) to which the Company or one or more  of  its
subsidiaries or other entities in which it owns an ownership interest is  a
party.   In  the  absence  of  a waiver, the actions  taken  by  the  power
purchaser  from  the  Grays Ferry Project would have resulted  in  a  cross
default  under  the revolving credit facility.  Repayment of the  revolving
credit  facility  has not been accelerated and the lender has  waived  such
default  through  July 1, 1999.  The Company has agreed  not  to  draw  any
additional amounts under the revolving credit facility.

                                    10

<PAGE>

Item 2.MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF  FINANCIAL  CONDITION  AND
       RESULTS OF OPERATIONS

      The  information contained in this Item 2 updates, and should be read
in  conjunction with, the information set forth in Part II, Item 7, of  the
Company's  Report  on  Form  10-K for the year  ended  December  31,  1997.
Capitalized terms used in this Item 2 which are not defined herein have the
meaning  ascribed to such terms in the Notes to the Company's  consolidated
financial statements included in Part I, Item 1 of this Report on Form  10-
Q.   All dollar amounts (except per share amounts) set forth in this Report
are in thousands.

      Except  for the historical information contained in this Report,  the
matters reflected or discussed in this Report which relate to the Company's
beliefs,  expectations, plans, future estimates and the like  are  forward-
looking statements within the meaning of Section 27A of the Securities  Act
of  1933,  as  amended, and Section 21E of the Securities Exchange  Act  of
1934,  as  amended.  Without limiting the generality of the foregoing,  the
words  "believe,"  "anticipate," "estimate,"  "expect,"  "intend,"  "plan,"
"seek" and similar expressions, when used in this Report and in such  other
statements,  are  intended  to identify forward-looking  statements.   Such
forward-looking  statements are subject to risks, uncertainties  and  other
factors  that may cause the actual results, performance or achievements  of
the  Company  to  differ materially from historical  results  or  from  any
results  expressed  or  implied by such forward-looking  statements.   Such
factors  include, without limitation, uncertainties inherent in  predicting
the  outcome of litigation and other factors discussed in this  Report  and
the  Company's  Report on Form 10-K for the year ended  December  31,  1997
entitled  "Item  1.  Business - Risk Factors."  Many of  such  factors  are
beyond  the  Company's  ability to control  or  predict,  and  readers  are
cautioned not to put undue reliance on such forward-looking statements.  By
making these forward-looking statements, the Company does not undertake  to
update  them  in  any  manner except as may be required  by  the  Company's
disclosure obligations in filings it makes with the Securities and Exchange
Commission under the Federal securities laws.

General

     The Company is engaged primarily in the business of developing, owning
and  operating cogeneration projects, which produce electricity and thermal
energy  for  sale under long-term contracts with industrial and  commercial
users  and  public  utilities.  In addition to  its  energy  business,  the
Company sells and rents power generation and cogeneration equipment through
subsidiaries located in the United States and the United Kingdom.

      In  its role as a developer and owner of energy projects, the Company
has ownership interests in the following projects:

          (a)   The  58  MW Newark Boxboard Project (the "Newark Project"),
          located in Newark, New Jersey, began operations in November 1990,
          and   is   owned   by   the  Company's  wholly-owned   subsidiary
          CogenAmerica Newark Inc. ("Newark").  The output of the  facility
          increased  from  52MW  to  58MW in  September  1998  due  to  the
          completion  of the installation of an air inlet chiller  for  the
          combustion turbine;

          (b)   The  122  MW  E.I. du Pont de Nemours Parlin  Project  (the
          "Parlin   Project"),  located  in  Parlin,  New   Jersey,   began
          operations  in  June 1991, and is owned by the Company's  wholly-
          owned subsidiary CogenAmerica Parlin Inc. ("Parlin");

                                    11

<PAGE>

          (c)    The   22   MW  Philadelphia  Cogeneration   Project   (the
          "Philadelphia    PWD   Project"),   located   in    Philadelphia,
          Pennsylvania,  began  operations  in  May  1993.   The  principal
          project  agreements relating to the Philadelphia PWD Project  are
          held by an 83%-owned subsidiary of the Company;

          (d)   The  150  MW Grays Ferry Project, located in  Philadelphia,
          Pennsylvania, began operations in January 1998.  The Company owns
          a  one-third interest in the Grays Ferry Partnership, which  owns
          the Grays Ferry Project; and

          (e)   The 110 MW Pryor Project, located in Pryor, Oklahoma, which
          was  purchased  in  October 1998, and is owned by  the  Company's
          wholly-owned  subsidiary  CogenAmerica  Pryor.   The  Company  is
          presently  in  the  process of evaluating a capital  improvements
          program  for the facility that could cost in the range of  $5,000
          to  $10,000 over a three-year period.  The purpose of the capital
          improvements  program is to improve the operating conditions  and
          reliability of the facility.

      In December 1997, the Company acquired from NRG Energy a 117 MW steam
and  electricity  cogeneration project located  in  Morris,  Illinois  (the
"Morris Project").  The Morris Project is currently under construction with
completion  expected  to  occur during the fourth  quarter  of  1998.   The
Company owns 100% of the Morris Project at September 30, 1998.

      The  Company's power purchase agreements ("PPAs") with utilities have
typically contained, and may in the future contain, price provisions  which
in  part  are linked to the utilities' cost of generating electricity.   In
addition,  the  Company's  fuel  supply  prices,  with  respect  to  future
projects,  may  be fixed in some cases or may be linked to fluctuations  in
energy prices.  These circumstances can result in high volatility in  gross
margins and reduced operating income, either of which could have a material
adverse   effect  on  the  Company's  financial  position  or  results   of
operations.   Effective April 30, 1996, the Company renegotiated  its  PPAs
with  Jersey  Central  Power  and  Light  Company  ("JCP&L"),  the  primary
electricity  purchaser  from  its Parlin and Newark  Projects.   Under  the
amended PPAs, JCP&L is responsible for all natural gas supply and delivery.
Management  believes  that  this  change in  these  PPAs  has  reduced  its
historical  volatility in gross margins on revenues from such  projects  by
eliminating the Company's exposure to fluctuations in the price of  natural
gas that must be paid by its Parlin and Newark Projects.

     As a part of the negotiation of new agreements in 1996, the Parlin and
Newark  PPAs also contain provisions allowing JCP&L to curtail delivery  of
electricity  supply  for  a  certain number  of  hours  each  year.   These
curtailments  are  called  by  JCP&L and are primarily  driven  by  weather
conditions.  As a result, these curtailments may have a seasonal effect  on
revenues  from the Parlin and Newark facilities.  Historically,  JCP&L  has
exercised  its  maximum  economic generation curtailment  each  year,  thus
fluctuations  in  annual revenues due to curtailment provisions  have  been
minimal.

      All of the Company's facilities have long-term contracts for the sale
of  electricity  and  steam,  and the pricing for  these  products  are  an
integral  part of these agreements.  In each case these contracts  are  for
the sale of all or most of the output of the facility in question.  Certain
of  the  company's facilities have the physical and contractual ability  to
make  sales  of electric energy and/or capacity in excess of  amounts  sold
under long term contracts.  The Company will market and implement sales  of
excess  capacity  and energy from these facilities when it is  economically
advantageous to do so.

                                    12

<PAGE>

      Both  the  Parlin  and Newark Projects were previously  certified  as
qualifying  facilities ("QFs") by the Federal Energy Regulatory  Commission
("FERC")  under  the  Public  Utility  Regulatory  Policies  Act  of   1978
("PURPA").   The  effect of QF status is generally to  exempt  a  project's
owners  from  relevant  provisions of the Federal  Power  Act,  the  Public
Utility  Holding  Company  Act of 1935 ("PUHCA"),  and  state  utility-type
regulation.  However, as permitted under the terms of its renegotiated PPA,
Parlin  has  chosen to file rates with FERC as a public utility  under  the
Federal Power Act.  The effect of this filing was to relinquish the  Parlin
Project's  claim to QF status.  The FERC approved Parlin's rates  effective
April  30,  1996  and  has  determined Parlin to  be  an  exempt  wholesale
generator  ("EWG").   As  an  EWG, Parlin is exempt  from  PUHCA,  and  the
ownership  of  Parlin  by  the  Company does not  subject  the  Company  to
regulation  under  PUHCA.   Finally, as a seller of  power  exclusively  at
wholesale, Parlin is not generally subject to state regulation and, in  any
case,   management  believes  that  Parlin  complies  with  all  applicable
requirements of state utility law.

      Morris  LLC  may  be subject to regulation by the  Illinois  Commerce
Commission  ("ICC"  or "Commission") with respect to its  retail  sales  of
electric power from the Morris Project as a result of the enactment by  the
Illinois  legislature  of  the Electric Service Customer  Choice  and  Rate
Relief  Law  of  1997  ("Customer Choice Act").  The  Customer  Choice  Act
created  a  new  type  of  retail seller known as  an  "alternative  retail
electric  supplier" ("ARES"), which is defined to include "every  person  .
that  offers  electric power or energy for sale . to  one  or  more  retail
customers", subject to certain exclusions. The Company believes that Morris
LLC qualifies under one of the exclusions from the ARES definition and thus
is not required to obtain Commission certification.

      On  September  10, 1998, Morris LLC filed a request  for  declaratory
ruling  with the ICC requesting the Commission's determination that  Morris
LLC  will not require certification as an ARES by virtue of its development
of  the  Morris Project and provision of electricity to Equistar Chemicals,
LP  ("Equistar"),  the purchaser of power produced by  the  Morris  Project
under  a long term agreement. On October 13, 1998 a hearing on Morris LLC's
declaratory request was concluded.  A proposed order granting Cogen Morris'
request  for declaratory ruling has been forwarded by the hearing  examiner
in  the  case  for  a vote by the full Commission.   The  Company  believes
Morris  LLC  will  receive  a favorable ruling  on  its  request  from  the
Commission in the near future.

      If Morris LLC's request for a declaratory ruling is denied it will be
required  under  the Customer Choice Act to obtain ARES certification  from
the ICC. As an ARES, Morris LLC would not be subject to rate regulation  by
the  ICC but would be subject to certain other regulatory requirements that
the Company believes would not have a material adverse effect on Morris LLC
or  the Company.  The Customer Choice Act requires the Commission to act on
applications  for  ARES certification within 45 days of proper  filing  and
publication  of  notice.   In  the  event that  Morris  LLC's  request  for
declaratory  ruling  is  denied  and  Morris  LLC  is  unable   to   obtain
certification  as  an ARES, the Company believes that Morris  LLC  and  the
Company would be materially adversely affected because Morris LLC would not
be  legally  entitled  to  sell  power to  Equistar  or  any  other  retail
purchaser.

      In addition to the energy business, the Company sells and rents power
generation  and cogeneration equipment and provides related services.   The
Company  has  operated its equipment sales, rentals and  services  business
principally through two subsidiaries.  In the United States, the  equipment
sales,  rentals  and services business operated under the name  of  O'Brien
Energy  Services  Company.  NRG Generating Limited, a  wholly-owned  United
Kingdom  subsidiary,  is the holding company for a number  of  subsidiaries
that operate in

                                    13

<PAGE>

the  United  Kingdom under the common name of Puma ("Puma").   The  Company
determined  in 1997 that OES and Puma were no longer part of its  strategic
plan.

     The  Company  completed the sale of OES on November  5,  1998  and  is
continuing  to  pursue  alternatives for  the  disposition  of  Puma.   The
disposition  of these businesses is not expected to have a material  impact
on the Company's results of operations or financial position.

Net Income and Earnings Per Share

      Pre-tax  earnings for the 1998 third quarter were $5,017 compared  to
$3,017  in  the  prior year comparable quarter.  Pre-tax earnings  for  the
first nine months of 1998 were $11,831 compared to $8,098 in the prior year
comparable  period.  Net income for the 1998 third quarter was  $3,208,  or
diluted  earnings  per share of $0.46, compared to third quarter  1997  net
income  of $2,793, or diluted earnings per share of $0.41.  Net income  for
the first nine months of 1998 was $7,260, or diluted earnings per share  of
$1.04,  compared  to  net  income of $7,351 in the  prior  year  comparable
period, or diluted earnings per share of $1.12.  The increase in net income
for  the  third quarter was primarily due to earnings from the Grays  Ferry
Project  and lower selling, general and administrative expenses, offset  by
lower earnings due to higher income tax expenses.  Net income for the first
nine  months of 1998 was lower than the prior year period primarily due  to
lower  earnings from the equipment sales, rental and services  segment  and
higher  depreciation and income tax expense, offset by the positive  impact
of  earnings from the Grays Ferry Project. Diluted earnings per  share  for
the  1998 third quarter increased from the prior comparable quarter due  to
higher  net  income, offset by an increase in the weighted  average  shares
outstanding.  Diluted earnings per share for the first nine months of  1998
decreased from the prior year comparable period due to lower net income and
an  increase in the weighted average shares outstanding.  Weighted  average
shares  outstanding increased primarily due to the conversion by NRG Energy
in  October 1997 of $3,000 of borrowings to the Company into 396,255 shares
of  the Company's Common Stock pursuant to an agreement entered into  as  a
part of the bankruptcy plan.

      During  the 1997 fourth quarter, the Company recorded an  income  tax
benefit  by  reducing  the valuation allowance previously  established  for
federal  and state net operating loss carryforwards and other deferred  tax
assets.   Consequently,  although  the  net  operating  loss  carryforwards
continue  to  reduce  income  taxes currently payable,  1998  earnings  are
generally fully-taxed.  In the quarter and nine months ended September  30,
1997, which was prior to reversal of the valuation allowance, net operating
loss carryforwards were recognized each period as a reduction of income tax
expense based on pretax income.  On a comparable basis, net income for  the
quarter and nine months ended September 30, 1997 would have been $1,929 and
$4,969,  or  diluted  earnings per share of $0.28 and $0.75,  respectively,
assuming the same effective tax rate as in the 1998 periods.

Revenues

      Energy revenues for the third quarter 1998 of $11,153 increased  from
revenues of $11,030 for the comparable period in 1997.  Energy revenues for
the  first  nine months of 1998 of $32,954 increased from $32,423  for  the
comparable  period  in  1997.  Energy revenues primarily  reflect  billings
associated  with  the Newark, Parlin and Philadelphia  PWD  Projects.   The
increases  in  energy  revenues  were  primarily  attributable   to   lower
curtailment hours at the Newark Project.

                                    14

<PAGE>

      Revenues  recognized at Parlin and Newark were $6,022 and $4,070  for
the  third quarter 1998 and $6,170 and $3,791 for the comparable period  in
1997,  respectively.  Revenues recognized at Parlin and Newark were $16,535
and  $13,258 for the first nine months of 1998 and $16,776 and $12,500  for
the  comparable period in 1997, respectively.  The increases were primarily
due to lower curtailment hours at the Newark Project.

      Energy  revenues  from  the Philadelphia PWD Project  for  the  third
quarter  1998 of $1,061 decreased slightly from revenues of $1,069 for  the
comparable period in 1997.  Energy revenues from this project for the first
nine  months  of  1998  of $3,161 increased slightly  from  the  $3,147  of
revenues for the comparable period in 1997.

      Equipment sales and services revenues for the third quarter  1998  of
$6,237 increased from revenues of $5,243 for the comparable period in 1997.
Equipment sales and services revenues for the first nine months of 1998  of
$14,571 increased from the $14,435 of revenues for the comparable period in
1997.  The increases were primarily attributable to higher sales volume  in
the third quarter 1998.

      OES  equipment sales and services revenues for the third quarter 1998
of  $1,728  increased from revenues of $1,538 for the comparable period  in
1997.   OES equipment sales and services revenues for the first nine months
of  1998 of $5,184 increased from the $4,266 of revenues for the comparable
period  in 1997.  The increases were primarily due to higher sales  volume.
Puma  equipment sales and services revenues for the third quarter  1998  of
$4,509 increased from revenues of $3,705 for the comparable period in 1997.
Puma  equipment  sales and services revenues for the first nine  months  of
1998  of  $9,387 decreased from the $10,169 of revenues for the  comparable
period  in 1997.  The increase for the third quarter was primarily  due  to
higher  sales volume.  The decrease for the first nine months of  1998  was
primarily due to lower sales volume.

      Rental  revenues  for the third quarter 1998 of $727  increased  from
revenues  of  $616 for the comparable period in 1997.  Rental revenues  for
the  first  nine  months of 1998 of $2,208 increased  from  the  $1,543  of
revenues  for  the  comparable  period in 1997.   The  increases  were  due
primarily  to  higher  sales  volume due in  part  to  ice  storms  in  the
northeastern United States and Canada in the first quarter 1998.

Costs and Expenses

     Cost of energy revenues for the third quarter 1998 of $4,205 increased
from  costs  of $3,462 for the comparable period in 1997.  Cost  of  energy
revenues  for the first nine months of 1998 of $11,905 increased  from  the
$10,694  of  costs for the comparable period in 1997.  The  increases  were
primarily  the result of depreciation associated with equipment capitalized
at  the  Parlin and Newark facilities in periods subsequent to  the  second
quarter  of  1997  and  increased operating costs due  to  maintenance  and
repairs during scheduled overhauls.

      Cost  of equipment sales and services for the third quarter  1998  of
$5,229  increased from costs of $4,425 for the comparable period  in  1997.
Cost  of equipment sales and services for the first nine months of 1998  of
$12,697  increased from the $11,986 of costs for the comparable  period  in
1997.  The increases were primarily due to higher sales volume.

                                    15

<PAGE>

      Cost  of rental revenues for the third quarter 1998 of $585 increased
from  costs  of  $419 for the comparable period in 1997.   Cost  of  rental
revenues  for  the first nine months of 1998 of $1,759 increased  from  the
$1,242  of  costs  for the comparable period in 1997.  The  increases  were
primarily  due to increased sales volume due in part to ice storms  in  the
northeastern United States and Canada in the first quarter 1998.

     The Company's gross profit for the third quarter 1998 of $8,098 (44.7%
of  sales)  decreased from the third quarter 1997 gross  profit  of  $8,583
(50.8%  of  sales).   Gross profit for the first nine  months  of  1998  of
$23,372  (47.0% of sales) decreased from gross profit of $24,479 (50.6%  of
sales)  for  the first nine months of 1997.  The gross profit decrease  for
the  third  quarter  was  primarily attributable to higher  energy  segment
depreciation and operating costs.  The gross profit decrease for the  first
nine  months of 1998 was primarily due to higher depreciation and operating
costs in the energy segment and higher equipment sales costs.

Selling, General and Administrative Expenses

      Selling,  general and administrative expenses ("SG&A") for the  third
quarter  1998 of $1,387 decreased from third quarter 1997 SG&A expenses  of
$2,080.   The  decrease for the third quarter was primarily  due  to  lower
legal  expenses, lower insurance costs and the reversal of legal  costs  of
$426 expensed in the second quarter 1998 related to the acquisition of  the
Pryor  Project.  These legal costs were capitalized as project  development
costs in the third quarter 1998.  SG&A for the first nine months of 1998 of
$5,923  decreased from SG&A of $5,996 for the comparable  period  in  1997.
The  decrease for the first nine months of 1998 was primarily due to  lower
legal  expenses  and lower insurance costs.  The Company  anticipates  that
SG&A  for  the fourth quarter 1998 will increase due to costs and  expenses
related  to  the  recent  proxy contest.   See  Note  4  of  the  Notes  to
Consolidated Financial Statements.

Interest and Other Income

     Interest and other income for the third quarter 1998 of $215 increased
from  interest and other income of $160 for the comparable period in  1997.
Interest  and  other  income for the first nine  months  of  1998  of  $684
increased from interest and other income of $549 for the comparable  period
in 1997.  The increase for the nine month period was primarily attributable
to a gain on the disposal of equipment.

Equity in Earnings of Affiliates

      Equity in earnings of affiliates for the third quarter 1998 of $1,595
increased from third quarter 1997 equity in earnings of affiliates of  $24.
Equity  in  earnings of affiliates for the first nine  months  of  1998  of
$4,241  increased  from equity in earnings of affiliates  of  $67  for  the
comparable  period in 1997.  The increases were primarily due  to  earnings
from  the Grays Ferry Project, which commenced operations in January  1998,
of  $1,583 and $4,215 for the third quarter and first nine months of  1998,
respectively.  The earnings of the Grays Ferry Project reflect the contract
price of electricity under the terms of the power purchase agreements.  The
electric  power purchaser has asserted that such power purchase  agreements
are  not effective and that the power purchaser is not obligated to pay the
rates  set  forth  in  the agreements.  The Company  and  the  Grays  Ferry
Partnership  are  in litigation with the power purchaser over  that  issue.
For  additional  information  see  Note 6  of  the  Notes  to  Consolidated
Financial Statements.

                                    16

<PAGE>

Interest and Debt Expense

      Interest  and  debt  expense for the third  quarter  1998  of  $3,504
decreased  from  interest  and debt expense of $3,670  for  the  comparable
period in 1997. Interest and debt expense for the first nine months of 1998
of  $10,543  decreased from interest and debt expense of  $11,001  for  the
comparable  period  in  1997.  The decrease was primarily  attributable  to
lower  average  outstanding debt at Parlin and Newark as  well  as  reduced
interest rates on the Company's borrowings.

Income Taxes

      During  the  1997 fourth quarter, the Company reduced  the  valuation
allowance  established for tax benefits attributable to net operating  loss
carryforwards  and other deferred tax assets, resulting in  recognition  of
most   remaining  operating  loss  carryforwards  in  1997  fourth  quarter
earnings.   Consequently,  beginning with the 1998  first  quarter,  income
taxes  are generally charged against pre-tax earnings without any reduction
for  operating loss carryforwards that continue to be used to reduce income
taxes  currently payable.  Prior to the 1997 fourth quarter, net  operating
loss carryforwards were recognized each period as a reduction of income tax
expense based on pre-tax income.

      The  consolidated effective tax rate for the quarters ended September
30,  1998  and  1997  was 36.1% and 7.4%, respectively.   The  consolidated
effective  tax rate for the nine months ended September 30, 1998  and  1997
was  38.6% and 9.2%, respectively.  The higher effective rates in 1998 were
due to the above-mentioned reduction in the valuation allowance.

Liquidity and Capital Resources

     In May 1996, the Company's wholly-owned subsidiaries Parlin and Newark
entered  into a Credit Agreement (the "Credit Agreement") which established
provisions  for  a  $155,000  fifteen-year  loan  (of  which  $137,059  was
outstanding  at  September 30, 1998) and a $5,000  five-year  debt  service
reserve line of credit. The loan is secured by all of Newark's and Parlin's
assets and a pledge of the capital stock of such subsidiaries.  The Company
has  guaranteed repayment of up to $25,000 of the amount outstanding  under
the Loan.  The interest rate on the outstanding principal is variable based
on,  at  the option of Parlin and Newark, LIBOR plus a 1.125% margin  or  a
defined  base  rate plus a 0.375% margin, with nominal margin increases  in
the  sixth  and  eleventh year. For any quarterly  period  where  the  debt
service  coverage ratio is in excess of 1.4:1, both margins are reduced  by
0.125%.   Concurrently with entering into the Credit Agreement, Parlin  and
Newark entered into an interest rate swap agreement with respect to 50%  of
the principal amount outstanding under the Credit Agreement.  This interest
rate  swap  agreement  fixes the interest rate  on  such  principal  amount
($68,529 at September 30, 1998) at 6.9% plus the margin.

      CSI,  a  wholly-owned  subsidiary of the Company,  owns  a  one-third
partnership interest in the Grays Ferry Project.  In March 1996, the  Grays
Ferry  Partnership entered into a credit agreement with The Chase Manhattan
Bank  N.A. to finance the project.  The credit agreement obligated each  of
the  project's three partners to make a $10,000 capital contribution  prior
to the commercial operation of the facility.  The Company made its required
capital contribution in 1997.  NRG Energy entered into a loan commitment to
provide  CSI  the  funding,  if needed, for the  CSI  capital  contribution
obligation to the Grays Ferry Partnership.  CSI borrowed $10,000  from  NRG
Energy  under  this  loan  agreement in  1997,  of  which  $1,900  remained
outstanding to NRG Energy at September 30, 1998, and

                                    17

<PAGE>

contributed  the proceeds to the Grays Ferry Partnership  as  part  of  the
above-referenced  capital  contribution.   In  connection  with  this  loan
commitment for the Grays Ferry Project, the Company granted NRG Energy  the
right  to  convert $3,000 of borrowings under the commitment  into  396,255
shares  of  Common  Stock  of the Company.  In  October  1997,  NRG  Energy
exercised such conversion right in full.

     In connection with its acquisition of the Morris Project, CogenAmerica
Funding  Inc.  (a  wholly-owned subsidiary of the  Company)  ("CogenAmerica
Funding")  assumed all of the obligations of NRG Energy to  provide  future
equity  contributions to the Morris Project, which obligations are  limited
to  the lesser of 20% of the total project cost or $22,000 and are expected
to be required to be funded starting in October 1998.

     On  September 15, 1997, Morris LLC entered into a $91,000 construction
and  term  loan agreement (the "Agreement") to provide nonrecourse  project
financing  for  a  major  portion  of the Morris  Project.   The  Agreement
provides  $85,600 of 20-month construction loan commitments and  $5,400  in
letter  of  credit commitments (the "LOC Commitment").  Upon completion  of
the  project,  the  Construction Loan is due and  payable  or,  if  certain
criteria are satisfied, may be converted to a five year term loan based  on
a  25-year  amortization with a balloon payment at maturity.  At  September
30,  1998,  $84,305  was  outstanding under the Construction  Loan  and  no
amounts were pledged under the LOC Commitment. Interest on the Construction
Loan is based, at the Company's option, either on the base rate, as defined
in  the Agreement, or LIBOR plus 0.75%.  The interest rate resets based  on
the  Company's selection of the borrowing period ranging from  one  to  six
months.   The interest rate was 6.4375% at September 30, 1998.   Borrowings
are  secured  by CogenAmerica Funding's ownership interest in  Morris  LLC,
cash flows, dividends and any other property that CogenAmerica Funding  may
be  entitled  to  as  an owner in Morris LLC.  At September  30,  1998  and
December   31,   1997,  accounts  payable  included  $8,620  and   $15,446,
respectively, directly related to the construction of the Morris Project.

     NRG  Energy  has  guaranteed  to  the Morris  Project's  lenders  that
CogenAmerica Funding will make these future equity contributions,  and  the
Company has guaranteed to NRG Energy the obligation of CogenAmerica Funding
to make these future equity contributions (which guarantee is secured by  a
second priority lien on the Company's interest in the Morris Project).  NRG
Energy  has committed in a Supplemental Loan Agreement between the Company,
CogenAmerica  Funding and NRG Energy to loan CogenAmerica Funding  and  the
Company  (as  co-borrower) the full amount of such equity contributions  by
CogenAmerica   Funding,  subject  to  certain  conditions   precedent,   at
CogenAmerica  Funding's option.  On October 30, 1998, CogenAmerica  Funding
and the Company borrowed $8,902 from NRG Energy under the Supplemental Loan
Agreement  to  partially fund its equity commitment for the  project.   The
note under the Supplemental Loan Agreement bears interest at the prime rate
plus  3.5%  and  may  be  reduced to the prime  rate  plus  1.5%  upon  the
occurrence  of  certain events.  Such loan is secured by a second  priority
lien  on all of the membership interests of the project and is recourse  to
CogenAmerica Funding and the Company.

      On  December  17,  1997, the Company entered into a credit  agreement
providing  for  a  $30,000  reducing  revolving  credit  facility  with  an
unaffiliated lender.  The facility is secured by the assets and cash  flows
of  the Philadelphia PWD Project as well as the distributable cash flows of
the  Parlin  and  Newark  Projects, and the Grays  Ferry  Partnership.   On
December  19,  1997 the Company borrowed $25,000 under this facility.   The
proceeds  were  used  to repay $16,949 to NRG Energy, to  repay  $6,551  of
obligations  of  the  Philadelphia  PWD  Project  and  $1,500  for  general
corporate   purposes.   As  a  consequence  of  the  pending  Grays   Ferry
Partnership litigation, however, the Company has agreed not to

                                    18

<PAGE>

draw  additional  funds under this facility.  In the absence  of  a  waiver
which  the  Company has obtained, the actions taken by the power  purchaser
from  the  Grays Ferry Project would have resulted in cross-defaults  under
this facility.  The Company is unable to predict whether or when additional
funds  may  become  available under this facility.   The  $30,000  facility
reduces  by  $2,500 on the first and second anniversaries of the  agreement
and repayment of the outstanding balance is due on the third anniversary of
the agreement.  Interest is based, at the Company's option, on LIBOR plus a
margin ranging from 1.50% to 1.875% or the prime rate plus a margin ranging
from  0.75%  to 1.125%.  The interest rate resets on a monthly basis.   The
interest  rate was 7.25% at September 30, 1998.  On October  1,  1998,  the
interest rate on this facility increased to 9.25% pursuant to the terms  of
a  waiver  obtained by the Company in connection with the actions taken  by
the  power purchaser at the Grays Ferry Project.  The facility provides for
commitment fees of 0.375% on the unused facility.

     The electric power purchaser from the Grays Ferry Project has asserted
that  its  power purchase agreements are not effective and that  the  power
purchaser  is  not obligated to pay the rates set forth in the  agreements.
The  Company  and  the Grays Ferry Partnership are in litigation  with  the
power   purchaser  over  its  obligations  under  such  agreements.   After
initially  refusing  to  pay  the rates set forth  in  the  power  purchase
agreements, the power purchaser has been ordered by the court in which  the
litigation is pending to comply with the power purchase agreements  pending
the  outcome of the litigation. As a consequence of such order,  the  power
purchaser is currently paying the contracted rates for electric power under
protest,  but  there  can  be no assurance that the  power  purchaser  will
continue  to make such payments.  The case has been set for trial on  March
29,  1999  and  there can be no assurance that the Company ultimately  will
prevail at trial.

     Moreover,  as  a  result of the power purchaser's actions,  the  Grays
Ferry Partnership is in default of its principal credit agreement, and  the
lenders  thereunder have the ability to prevent the Grays Ferry Partnership
from  distributing or otherwise disbursing cash held or  generated  by  the
Grays  Ferry  Project.  Such rights, if exercised by  such  lenders,  could
prevent  the  Grays  Ferry  Partnership from  meeting  its  obligations  to
suppliers and others and from distributing cash to its partners during  the
pendency  of  the  litigation.   Any  such  actions  by  the  Grays   Ferry
Partnership's   lenders   could  materially   disrupt   the   Grays   Ferry
Partnership's relations with its suppliers and could have other potentially
material  adverse effects on its operations and profitability  and  on  the
Company.  The Company believes that as long as the Grays Ferry  Partnership
continues  to  receive the contracted amounts due under the power  purchase
agreements,  such  lenders are unlikely to cause such  adverse  effects  to
occur.
     
     While   the  Grays  Ferry  Partnership's  lenders  have  allowed   the
partnership to meet its obligations to suppliers, the partnership  received
a  notice of default from the lenders on June 22, 1998, for the failure  to
timely  convert  the loan used for construction purposes to  a  term  loan.
Such  failure occurred due to the Event of Default created by  the  alleged
termination  of  the  power  purchase  agreements  by  the  electric  power
purchaser  and  due  to  the inability of the Grays  Ferry  Partnership  to
declare  either provisional or final acceptance of the Grays Ferry  Project
due  to the endurance of certain unresolved issues between the Grays  Ferry
Partnership   and   Westinghouse   Electric  Corporation   ("Westinghouse")
regarding  completion and testing of the Grays Ferry Project, which  issues
are   the  subject  of  an  ongoing  arbitration  proceeding  between   the
partnership and Westinghouse. Based on discussions with representatives  of
the lenders to the Grays Ferry Partnership, the Company believes that until
there  is  a  satisfactory  resolution of the two  litigation  matters  the
lenders  will continue to fund the operations of the project but  will  not
allow

                                    19

<PAGE>

distributions  for  the  payment  of subordinated  fees,  payments  to  the
subordinated debt lender or equity distributions to the partners.  In  lieu
of  permitting these payments, the lenders applied available cash to  repay
the  debt  starting  in  the  third  quarter.   In  addition,  the  lenders
implemented the default rate under the credit agreement which increased the
interest rate by 200 basis points.  The Company further expects that at the
time the litigation is resolved the loan will be restructured.

     The Company believes that the Grays Ferry Partnership is likely either
to  prevail in the pending litigation with its electric power purchaser  or
otherwise to achieve a favorable resolution of this dispute.  However,  the
Company believes that if the power purchaser's position ultimately were  to
be  sustained,  the Grays Ferry Partnership would cease to be  economically
viable  as  currently structured and the Company's earnings  and  financial
position could be materially adversely affected.  In addition, the  Company
could  incur  other  material costs associated with such litigation,  which
would not be recovered and could suffer cross-defaults under one or more of
its  credit agreements. While the Company intends to continue to  pursue  a
rapid  and favorable resolution of the litigation with the power purchaser,
there can be no assurance that such an outcome will be obtained.
     
      During  the third quarter the Company incurred approximately $700  of
third-party  expenses related to an anticipated capital  markets  financing
which  has  been  temporarily  delayed due  to  market  conditions.   These
expenses  have been appropriately deferred and are included in the  balance
sheet  as "Deferred financing costs, net".  The Company intends to continue
to  pursue  the  capital markets financing when market conditions  improve.
However,  the Company is continuing to evaluate its financing alternatives,
including  the commercial bank market.  If the Company elects to pursue  an
alternative  financing or if the financing currently contemplated  for  the
capital  markets is discontinued or indefinitely delayed, it will  have  to
expense the financing costs that have been deferred.
     
      On October 9, 1998, CogenAmerica Pryor Inc. ("CogenAmerica Pryor"), a
wholly-owned subsidiary of CogenAmerica, acquired from Mid-Continent  Power
Company,  LLC  ("MCPC  LLC") the entire interest in a 110  megawatt  ("MW")
cogeneration project located in the Mid-America Industrial Park, in  Pryor,
Oklahoma  (the "Pryor Project").  MCPC LLC is owned 50% by NRG  Energy  and
50% by parties affiliated with Decker Energy International, Inc.

      CogenAmerica Pryor acquired the Pryor Project by purchasing from MCPC
LLC  all  of  the issued and outstanding stock of Oklahoma Loan Acquisition
Corporation  ("OLAC")  for  a cash purchase price  of  approximately  $23.9
million. The Mid-Continent Power Company, Inc. ("MCPC") had transferred the
Pryor  Project to OLAC in December 1997 under its bankruptcy reorganization
plan.   The  Pryor Project sells 110 MW of capacity and varying amounts  of
energy  to Oklahoma Gas and Electric Company under a contract through  2008
and  steam  to  a number of industrial users under contracts  with  various
termination  dates  ranging  from 1998 to 2007.   In  addition,  the  Pryor
Project  sells varying amounts of energy to the Public Service of  Oklahoma
at its avoided cost.

      The  acquisition will be accounted for as a purchase  in  the  fourth
quarter.   NRG  Energy  has  loaned  the  Company  and  CogenAmerica  Pryor
approximately $23.9 million to finance the acquisition. The loan is a  six-
year  term  facility  calling  for principal and  interest  payments  on  a
quarterly  basis, based on project cash flows.  The interest  rate  on  the
note  relating  to such loan is currently set at prime rate plus  3.5%  and
such  rate reduces by two percentage points upon the occurrence of  certain
events  related to elimination of default risk under the loan.  The Company
is continuing to pursue alternative sources of financing

                                    20

<PAGE>

for  either  CogenAmerica Pryor or itself, which financing  may  include  a
refinancing of any amounts borrowed under the Supplemental Loan Agreement.
     
Year 2000
     
     The  Year  2000  issue refers generally to the data structure  problem
that  may  prevent systems from properly recognizing dates after  the  year
1999.   The Year 2000 issue affects information technology ("IT")  systems,
such  as  computer programs and various types of electronic equipment  that
process  date information by using only two digits rather than four  digits
to  define the applicable year, and thus may recognize a date using "00" as
the  year 1900 rather than the year 2000.  The issue also affects some non-
IT systems, such as devices which rely on a microcontroller to process date
information.   The  Year  2000 issue could result  in  system  failures  or
miscalculations, causing disruptions of a company's operations.   Moreover,
even if a company's systems are Year 2000 compliant, a problem may exist to
the extent that the data that such systems process is not.
     
       The   following   discussion  contains  forward-looking   statements
reflecting  management's current assessment and estimates with  respect  to
the  Company's  Year 2000 compliance efforts and the impact  of  Year  2000
issues on the Company's business and operations.  Various factors, many  of
which  are beyond the control of the Company, could cause actual plans  and
results  to  differ materially from those contemplated by such assessments,
estimates  and forward-looking statements.  Some of these factors  include,
but  are  not  limited  to, representations by the  Company's  vendors  and
counterparties,   technological  advances,  economic   considerations   and
consumer  perceptions.  The Company's Year 2000 compliance  program  is  an
ongoing process involving continual evaluation and may be subject to change
in response to new developments.

The Company's State of Readiness

     The Company has implemented a Year 2000 compliance program designed to
ensure  that the Company's computer systems and applications will  function
properly  beyond 1999.  The Company believes that it has allocated adequate
resources  for  this purpose and expects its Year 2000  conversions  to  be
completed  on  a  timely  basis.  In light of its compliance  efforts,  the
Company does not believe that the Year 2000 issue will materially adversely
affect   operations  or  results  of  operations,  and  does   not   expect
implementation  to  have  a  material impact  on  the  Company's  financial
statements.  However, there can be no assurance that the Company's  systems
will be Year 2000 compliant prior to December 31, 1999, or that the failure
of any such system will not have a material adverse effect on the Company's
business, operating results and financial condition.  In addition,  to  the
extent the Year 2000 problem has a material adverse effect on the business,
operations  or financial condition of third parties with whom  the  Company
has  material relationships, such as venders, suppliers and customers,  the
Year  2000  problem could have a material adverse effect on  the  Company's
business, results of operations and financial condition.

      IT systems.  The Company has reviewed and continues to review all  of
its  IT  systems  as  they relate to the Year 2000  issue.   The  Company's
accounting  system  is  currently  in the  process  of  being  upgraded  to
alleviate   any  potential  Year  2000  issues.   This  will  include   the
installation  of additional software at a minimal cost to the  Company  and
will  be completed by December 31, 1999.  The Company outsources its  human
resource  and  payroll systems and is in the process of  working  with  the
outside  vendor  to  identify and correct any potential Year  2000  issues.
This  process will be complete and any changes implemented by December  31,
1999.  The Company's billing systems are either provided by the customer

                                   21

<PAGE>

or  are  done  internally on microcomputer systems.  In  these  cases,  the
collection of data is the important feature and any impact from a Year 2000
issue would be immaterial.

      Non-IT  systems.  As indicated above, the Company is  dependent  upon
some of its customers for billing data related to the amount of electricity
and steam sold and delivered during the month.  The collection of this data
also occurs within the control systems of the Company's various facilities.
The  Company  has  requested that the control system  vendors  audit  their
software   to   identify  any  potential  Year  2000  issues  and   provide
recommendations for alleviating any potential problems.  This  process  has
been  completed  for  all  of  the Company's  facilities  and  the  various
solutions are being implemented and will be complete by December 31,  1998.
The  Company  does  not believe that any of the upgrades required  will  be
material to the financial statements.

      Year  2000 issues relating to third parties.  As described above  the
Company,  in  some  cases, is dependent upon certain customers  to  provide
billing  data.  However, the Company also captures and processes this  data
as  a  redundancy.   The Company's control systems are  being  upgraded  as
described above and the Company does not believe that any loss of data will
occur  due to a Year 2000 issue.  The Company has participated in  numerous
vendor surveys to distill the readiness of various Company systems for  any
potential Year 2000 issues.  In addition, the Company has obtained  written
disclosure  from  a  number  of  vendors  relating  to  their   Year   2000
preparedness.

Costs to Address the Company's Year 2000 Issues

      The Company's costs to review and assess the Year 2000 issue have not
been  material.   The Company believes that its future costs  to  implement
Year 2000 solutions will also be immaterial to the financial statements.

The Risks of the Company's Year 2000 Issues

      The  Company  believes that its Year 2000 worst case  scenario  would
include  the loss of billing data for the sale of electricity and steam  to
the  utilities and industrial companies that are customers of the  company.
This  billing  information, as explained above, is  also  captured  by  the
Company's control systems at its various facilities.

The Company's Contingency Plans

      As described above, the contingency plan for the loss of billing data
is to use the data provided by the Company's internal control systems which
are in the process of being upgraded to eliminate any Year 2000 issues.
     
New Accounting Standards

     On  June  15,  1998, the Financial Accounting Standards  Board  issued
Statement  of  Financial  Accounting Standards  No.  133,  "Accounting  for
Derivative Instruments and Hedging Activities" ("SFAS 133").  SFAS  133  is
required  to  be  adopted for fiscal years beginning after  June  15,  1999
(fiscal  year 2000 for the Company).  SFAS 133 requires that all derivative
instruments be recorded on the balance sheet at their fair value.   Changes
in  the fair value of derivatives are to be recorded each period in current
earnings  or other comprehensive income, depending on whether a  derivative
is  designated as part of a hedge transaction and, if it is,  the  type  of
hedge transaction.  Management has not yet

                                    22

<PAGE>

determined  the impact that adoption of SFAS 133 will have on its  earnings
or financial position.
     
     In   June  1997,  the  Financial  Accounting  Standards  Board  issued
Statement  of  Financial  Accounting Standards No. 131,  Disclosures  about
Segments of an Enterprise and Related Information ("SFAS 131").  SFAS  131,
which  supersedes  SFAS  No. 14, "Financial Reporting  for  Segments  of  a
Business  Enterprise,"  establishes  standards  for  the  way  that  public
companies  report information about operating segments in annual  financial
statements  and requires reporting of selected information about  operating
segments  in  interim financial statements issued to the public.   It  also
establishes  standards  for disclosures regarding  products  and  services,
geographic  areas  and major customers.  The Company is required  to  first
adopt  the provisions of SFAS 131 in its financial statements for the  year
ending  December 31, 1998, and provide comparative information for  earlier
years.  Management believes that adoption of SFAS 131 will require minimal,
if any, additional disclosures in its annual financial statements.
     
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Not applicable.
                                    23

<PAGE>
                                     
                                  PART II
                                     
                             OTHER INFORMATION
                                     

ITEM 1.  Legal Proceedings.

     All dollar amounts are in thousands.
     
      NRG  Energy Arbitration. On January 30, 1998, the Company gave notice
to NRG Energy of a dispute to be arbitrated pursuant to the terms of its Co-
Investment  Agreement with the Company.  With certain exceptions,  the  Co-
Investment  Agreement obligates NRG Energy to offer to sell to the  Company
"eligible  projects," which are defined in the Co-Investment  Agreement  as
certain  facilities,  which  generate  electricity  for  sale  through  the
combustion of natural gas, oil or any other fossil fuel.  The Co-Investment
Agreement provides that if NRG Energy offers to sell an eligible project to
the  Company and the Company declines to purchase the project,  NRG  Energy
then  has  the right to sell the project to a third party at a price  which
equals  or  exceeds that offered to the Company.  See "Business  -  Project
Development Activities - Co-Investment Agreement with NRG Energy."  In  the
arbitration proceeding, the Company contended that NRG Energy breached  the
Co-Investment  Agreement by, among other things, agreeing to  sell  to  OGE
Energy  Corp., an affiliate of Oklahoma Gas and Electric Company, a 110  MW
cogeneration  project  in  Oklahoma without offering  the  project  to  the
Company  at the same price.  The Company requested specific performance  of
NRG  Energy's  obligations under the Co-Investment Agreement.   NRG  Energy
argued  that it had no obligation to offer the project to the Company.   On
June  8,  1998,  the  arbitration  panel  reviewing  the  matter  issued  a
preliminary injunction prohibiting NRG Energy from closing the sale of  the
project  to  OGE  Energy Corp., pending the outcome of the arbitration  and
subject to the Company's posting of a $500 bond, which the Company posted.

      On  July  31,  1998 the arbitration panel held that  NRG  Energy  was
required to reoffer the project to CogenAmerica under the terms of the  Co-
Investment  Agreement  and ordered NRG Energy to do so.   Specifically  the
order provided for a permanent injunction enjoining the closing of the sale
of  the  project to OGE Energy Corp., replacing the preliminary  injunction
issued on June 8, 1998.  In addition, the bond that CogenAmerica posted for
the  preliminary injunction was released and no additional bond or security
was required.

      On  August  4, 1998 NRG Energy made an offer to sell the facility  to
CogenAmerica. CogenAmerica closed its acquisition of the Pryor  Project  on
October 9, 1998, and the Company considers the arbitration proceeding to be
concluded.   The  purchase price was approximately $23,900,  all  of  which
CogenAmerica  borrowed  from NRG Energy.  The interest  rate  of  the  note
relating  to  such loan is currently set at prime rate plus 3.5%  and  such
rate reduces by two percentage points upon the occurrence of certain events
related to elimination of default risk under the loan.

      This legal proceeding was described in the Company's Annual Report on
Form  10-K for the year ended December 31, 1997 and was further updated  by
the  Company's Quarterly Reports on Form 10-Q for the quarters ended  March
31, 1998 and June 30, 1998.

                                    24

<PAGE>

ITEM 6.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits

        The   "Index   to  Exhibits"  following  the  signature   page   is
        incorporated herein by reference.

     (b)  Reports on Form 8-K

        None.
                                    25
<PAGE>
                                     
                                 SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of  1934,
the  registrant has duly caused this Report to be signed on its  behalf  by
the undersigned hereunto duly authorized.


                         Cogeneration Corporation of America
                                     Registrant

Date:  November 12, 1998  By: /s/ Timothy P. Hunstad
                                 Timothy P. Hunstad
                          Vice President and Chief Financial Officer
                         (Principal Financial Officer and Duly Authorized
                           Officer)

                                    26
<PAGE>
                                     
                             INDEX TO EXHIBITS

3.1  Amended and Restated Certificate of Incorporation of the Company filed
     as  Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
     fiscal  quarter  ended June 30, 1998 and incorporated herein  by  this
     reference.

3.2  Preferred  Stock  Certificate of Designation of the Company  filed  as
     Exhibit  3.3  to the Company's Current Report on Form 8-K dated  April
     30, 1996 and incorporated herein by this reference.

3.3  Restated  Bylaws of the Company filed as Exhibit 3.3 to the  Company's
     Annual Report on Form 10-K for the fiscal year ended December 31, 1997
     and incorporated herein by this reference.

27   Financial Data Schedule for the nine months ended September  30,  1998
     (for SEC filing purposes only).

                                    27