<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
         JUNE 30, 1999

                                 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 19-34 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: 6,857,269
shares of common stock, $0.01 par value per share (the "Common Stock"),
as of August 4, 1999.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                     1

<PAGE>

                       COGENERATION CORPORATION OF AMERICA

                                    FORM 10-Q

                                  JUNE 30, 1999





                                      INDEX





<TABLE>
<CAPTION>
                                                                                                    PAGE
PART I - FINANCIAL INFORMATION:
<S>                                                                                                 <C>
   Item 1.      Financial Statements...................................................................3

                Consolidated Balance Sheets -
                  June 30, 1999, and December 31, 1998.................................................3

                Consolidated Statements of Operations -
                  Three months and six months ended June 30, 1999, and June 30, 1998...................4

                Consolidated Statements of Cash Flows -
                  Six months ended June 30, 1999, and June 30, 1998....................................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............................24




PART II - OTHER INFORMATION

   Item 1.      Legal Proceedings.....................................................................25


   Item 6.      Exhibits and Reports on Form 8-K......................................................26


   Signature..........................................................................................27


   Index to Exhibits..................................................................................28

</TABLE>
                                           2
<PAGE>



                                     PART 1
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       COGENERATION CORPORATION OF AMERICA
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                                JUNE 30,         DECEMBER 31,
                                                                                                  1999               1998
                                                                                            ----------------   -------------
                                                                                               (UNAUDITED)
<S>                                                                                          <C>               <C>
Current assets:
    Cash and cash equivalents..........................................................      $       5,393     $       3,568
    Restricted cash and cash equivalents...............................................             14,140            12,135
    Accounts receivable, net...........................................................             17,928            14,326
    Receivables from related parties...................................................                 56               130
    Inventories........................................................................              2,253             2,683
    Other current assets...............................................................                285               640
                                                                                            ----------------  ----------------

       Total current assets............................................................             40,055            33,482

    Property, plant and equipment, net of accumulated
      depreciation of $54,136 and $47,819, respectively................................            243,968           244,040
    Investments in equity affiliates...................................................             36,704            18,179
    Deferred financing costs, net......................................................              5,015             6,503
    Other assets.......................................................................             15,870            16,470
                                                                                            ----------------  ----------------

       Total assets....................................................................      $     341,612     $     318,674
                                                                                            ----------------  ----------------
                                                                                            ----------------  ----------------
</TABLE>

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<S>                                                                                         <C>               <C>
Current liabilities:
  Current portion of loans and payables due NRG Energy, Inc............................     $       17,796    $        7,020
  Current portion of nonrecourse long-term debt........................................              7,597             8,060
  Current portion of recourse long-term debt...........................................              1,509             1,550
  Short-term borrowings................................................................              2,215             1,887
  Accounts payable.....................................................................              8,565             8,800
  Accrued taxes........................................................................              6,405                 -
  Prepetition liabilities..............................................................                818               803
  Other current liabilities............................................................              2,995             4,227
                                                                                            ----------------  ----------------
    Total current liabilities..........................................................             47,900            32,347

  Loans due NRG Energy, Inc............................................................             40,123            36,123
  Nonrecourse long-term debt...........................................................            186,810           189,848
  Recourse long-term debt..............................................................             45,225            45,225
  Deferred tax liabilities, net........................................................              2,793             2,793
  Other liabilities....................................................................              2,160             8,525
                                                                                            ----------------  ----------------

    Total liabilities..................................................................            325,011           314,861


Stockholders' equity (deficit):
  Common stock, par value $.01, 50,000,000 shares authorized 6,897,069 and
   6,871,069 shares issued, 6,857,269 and 6,836,769 shares outstanding as of
   June 30, 1999, and
   December 31, 1998, respectively.....................................................                 69                68
  Additional paid-in capital...........................................................             65,813            65,715
  Accumulated deficit..................................................................            (48,774)          (61,590)
  Accumulated other comprehensive income (loss)........................................               (507)             (380)
                                                                                            ----------------  ----------------

    Total stockholder's equity (deficit)...............................................             16,601             3,813
                                                                                            ----------------  ----------------

    Total liabilities and stockholders' equity (deficit)...............................     $      341,612    $      318,674
                                                                                            ----------------  ----------------
                                                                                            ----------------  ----------------
</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                SIX MONTHS ENDED
                                                              ------------------------------   ------------------------------
                                                                JUNE 30,        JUNE 30,         JUNE 30,        JUNE 30,
                                                                  1999            1998             1999            1998
                                                              --------------  --------------   --------------  --------------
<S>                                                           <C>             <C>              <C>             <C>
REVENUES:
 Energy revenues..........................................    $    22,557          10,518            45,302    $    21,801
 Equipment sales and services.............................          3,289           2,863             7,096          8,334
 Rental revenues..........................................              -             606                 -          1,481
                                                              --------------  --------------   --------------  --------------
                                                                   25,846          13,987            52,398         31,616

COST OF REVENUES:
 Cost of energy revenues..................................         16,035           4,187            28,838          7,700
 Cost of equipment sales and services.....................          2,850           2,729             6,176          7,468
 Cost of rental revenues..................................              -             524                 -          1,174
                                                              --------------  --------------   --------------  --------------
                                                                   18,885           7,440            35,014         16,342

   Gross profit...........................................          6,961           6,547            17,384         15,274

 Selling, general and
  administrative expenses.................................          2,899           2,429             4,583          4,536
                                                              --------------  --------------   --------------  --------------

Income from operations....................................          4,062           4,118            12,801         10,738
                                                              --------------  --------------   --------------  --------------

 Interest and other income................................            418             251               543            469
 Equity in earnings of affiliates.........................          3,383           1,639             4,053          2,646
 Gain from settlement of litigation.......................         14,536               -            14,536              -
 Interest and debt expense................................         (5,604)         (3,486)          (11,310)        (7,039)
                                                              --------------  --------------   --------------  --------------

 Income before income taxes...............................         16,795           2,522            20,623          6,814
                                                              --------------  --------------   --------------  --------------

 Provision for income taxes...............................          6,379           1,143             7,807          2,762
                                                              --------------  --------------   --------------  --------------

   Net income............................................     $    10,416           1,379            12,816          4,052
                                                              --------------  --------------   --------------  --------------
                                                              --------------  --------------   --------------  --------------

 Basic earnings per share.................................    $      1.52            0.20              1.87           0.59
                                                              --------------  --------------   --------------  --------------
                                                              --------------  --------------   --------------  --------------

 Diluted earnings per share...............................    $      1.49            0.20              1.85           0.58
                                                              --------------  --------------   --------------  --------------
                                                              --------------  --------------   --------------  --------------

 Weighted average shares
  Outstanding(Basic)......................................          6,857           6,837             6,851          6,837
                                                              --------------  --------------   --------------  --------------
                                                              --------------  --------------   --------------  --------------

 Weighted average shares
  Outstanding (Diluted)...................................          6,968           6,987             6,942          6,999
                                                              --------------  --------------   --------------  --------------
                                                              --------------  --------------   --------------  --------------

</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>
                                                                                                      SIX MONTHS ENDED
                                                                                          ------------------------------------
                                                                                               JUNE 30,          JUNE 30,
                                                                                                 1999              1998
                                                                                            ----------------  ----------------
<S>                                                                                         <C>               <C>
Cash Flows from Operating Activities:
    Net income...........................................................................   $     12,816              4,052
    Adjustments to reconcile net income to net
      cash provided by operating activities:
        Depreciation and amortization....................................................          6,940              4,234
        Write off of deferred financing costs............................................            890                  -
        Equity in earnings of affiliates.................................................         (3,989)            (2,646)
        Gain on disposition of property and equipment....................................              -               (137)
        Gain on settlement of litigation.................................................        (14,536)                 -
        Other, net.......................................................................              -                 31
        Changes in operating assets and liabilities:
           Accounts receivable, net......................................................         (3,648)             1,218
           Inventories...................................................................            397               (305)
           Receivables from related parties..............................................             74               (158)
           Other assets..................................................................            955               (223)
           Accounts payable and other current liabilities................................          4,646                662
                                                                                            ----------------  ----------------

               Net cash provided by operating activities.................................          4,545              6,728
                                                                                            ----------------  ----------------

Cash Flows from Investing Activities:
    Capital expenditures.................................................................        (12,635)           (35,557)
    Proceeds from disposition of property and equipment..................................              -                686
    Collections on notes receivable......................................................              -                 24
    Deposits into restricted cash accounts, net..........................................         (1,990)              (737)
                                                                                            ----------------   ---------------

               Net cash used in investing activities.....................................        (14,625)           (35,584)
                                                                                            ----------------   ---------------

Cash Flows from Financing Activities:
    Proceeds from long-term debt.........................................................         11,264             34,672
    Repayments of long-term debt.........................................................         (7,786)            (4,353)
    Net proceeds of short-term borrowing.................................................          8,328                211
    Deferred financing costs.............................................................              -                 (4)
    Purchase of treasury stock...........................................................            (50)                 -
    Proceeds from issuance of common stock...............................................            149                  -
                                                                                            ----------------   ---------------

               Net cash provided by financing activities.................................         11,905             30,526
                                                                                            ----------------   ---------------

Net increase in cash and cash equivalents................................................          1,825              1,670
Cash and cash equivalents, beginning of period...........................................          3,568              3,444
                                                                                            ----------------   ---------------
Cash and cash equivalents, end of period.................................................          5,393       $      5,114
                                                                                            ----------------   ---------------
                                                                                            ----------------   ---------------

Supplemental disclosure of cash flow information:
    Interest paid........................................................................   $     10,617       $      7,306
    Income taxes paid....................................................................            972                648
    Transfer of construction payables into long-term debt................................              -              6,201

</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)
                                  JUNE 30, 1999
                             (DOLLARS IN THOUSANDS)

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Cogeneration Corporation of America ("CogenAmerica" or the "Company")
is an independent power producer pursuing "inside-the-fence" cogeneration
projects in the U.S. The Company is engaged primarily in the business of
developing, owning and managing the operation of cogeneration projects which
produce electricity and thermal energy for sale under long-term contracts
with industrial and commercial users and public utilities. The Company is
currently focusing on natural gas-fired cogeneration projects with long-term
contracts for substantially all of the output of such projects. In addition
the Company sells and rents power generation and standby/peak shaving
equipment and services through several subsidiaries in the United Kingdom
operating under the common name "PUMA".

       The Company has determined and previously announced that its equipment
sales, rental and services business is not a part of its strategic plan. The
Company is currently pursuing several avenues for the disposition of PUMA,
which is not expected to have a material adverse effect on the Company's
financial position or results of operations.

       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, 1998. 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.

       NET EARNINGS PER SHARE

       Basic earnings per share ("EPS") includes no dilution and is computed
by dividing net income (loss) by the weighted average shares of common stock
outstanding. Diluted EPS is computed by dividing net income (loss) 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
                                           JUNE 30, 1999                                         JUNE 30, 1998
                        ----------------------------------------------------  ---------------------------------------------------
                             INCOME               SHARES                           INCOME               SHARES
                           (NUMERATOR)         (DENOMINATOR)         EPS         (NUMERATOR)         (DENOMINATOR)         EPS
                        ------------------  --------------------  ----------  ------------------  --------------------  ---------
<S>                     <C>                 <C>                   <C>         <C>                 <C>                   <C>
Net income:
 Basic EPS              $      10,416       $         6,857       $ 1.52      $      1,379        $         6,837       $ 0.20
 Effect of dilutive
   stock options                    -                   111                              -                    150
                        ------------------  --------------------              ------------------  --------------------

 Diluted EPS            $      10,416       $         6,968       $ 1.49      $      1,379        $         6,987       $ 0.20
                        ------------------  --------------------              ------------------  --------------------
                        ------------------  --------------------              ------------------  --------------------
</TABLE>

                                                      6

<PAGE>
<TABLE>
<CAPTION>
                                         SIX MONTHS ENDED                                      SIX MONTHS ENDED
                                           JUNE 30, 1999                                         JUNE 30, 1998
                        ----------------------------------------------------  ---------------------------------------------------
                             INCOME               SHARES                           INCOME               SHARES
                           (NUMERATOR)         (DENOMINATOR)         EPS         (NUMERATOR)         (DENOMINATOR)         EPS
                        ------------------  --------------------  ----------  ------------------  --------------------  ---------
<S>                     <C>                 <C>                   <C>         <C>                 <C>                   <C>
Net income:
 Basic EPS              $      12,816       $         6,851       $ 1.87      $      4,052        $         6,837       $ 0.59
 Effect of dilutive
   stock options                    -                    91                              -                    162
                        ------------------  --------------------              ------------------  --------------------

 Diluted EPS            $      12,816       $         6,942       $ 1.85      $      4,052        $         6,999       $ 0.58
                        ------------------  --------------------              ------------------  --------------------
                        ------------------  --------------------              ------------------  --------------------

</TABLE>

2.     LOANS AND PAYABLES DUE NRG ENERGY, INC.

       Amounts owed to NRG Energy, Inc. ("NRG Energy") are comprised of the
following:
<TABLE>
<CAPTION>
                                                               JUNE 30,           DECEMBER 31,
                                                                 1999                 1998
                                                           -----------------    -----------------
       <S>                                                 <C>                  <C>
       Long-term debt:
        Note due April 30, 2001                            $         2,539      $         2,539
        Grays Ferry note due July 1, 2005                            1,900                1,900
        Pryor note due September 30, 2004                           22,875               23,947
        Morris note due December 31, 2004                           20,119               12,027
                                                           -----------------    -----------------
                                                                    47,433               40,413
           Less current portion                                     (7,310)              (4,290)
                                                           -----------------    -----------------
                                                           $        40,123      $        36,123
                                                           -----------------    -----------------
                                                           -----------------    -----------------


       Current maturities of loans and
         accounts payable:
        Current maturities:
          Morris note                                      $         4,456      $         2,104
          Pryor note                                                 2,854                2,186
          Bridge note due September 30, 1999                         8,000                    -
        Accounts payable:
          Management services, operations and other                  2,486                2,730
                                                           -----------------    -----------------
                                                           $        17,796      $         7,020
                                                           -----------------    -----------------
                                                           -----------------    -----------------
</TABLE>

       On June 7, 1999, the Company entered into an $8,000 bridge financing
note with NRG Energy. The interest rate on the note to such loan is set at
prime plus 1.5%. The short-term note was necessary due to a delay in
converting the Morris construction loan to a term loan and capital outlays
for the Morris chiller project.

3.     COMPREHENSIVE INCOME

       The Company's comprehensive income is comprised of net income and
other comprehensive income, which consists solely of foreign currency
translation adjustments. Income taxes have not been provided on the foreign
currency translation adjustments as the earnings of the foreign subsidiary
are considered permanently reinvested. The components of comprehensive
income, for the three months and six months ended June 30, 1999, and 1998
were as follows:

                                      7

<PAGE>
<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                        ---------------------------------  ---------------------------------
                                                           JUNE 30,          JUNE 30,         JUNE 30,          JUNE 30
                                                             1999              1998             1999              1998
                                                        ----------------  ---------------  ----------------  ---------------
  <S>                                                   <C>               <C>              <C>               <C>
  Net income                                            $    10,416       $     1,379      $    12,816       $     4,052
  Foreign currency translation
  gain (loss)                                                   (55)               (9)            (127)               26
                                                        ----------------  ---------------  ----------------  ---------------
  Comprehensive income                                  $    10,361       $     1,370      $    12,689       $     4,078
                                                        ----------------  ---------------  ----------------  ---------------
                                                        ----------------  ---------------  ----------------  ---------------

</TABLE>

4.       INVESTMENT IN EQUITY AFFILIATES

         Investments in equity affiliates consist of the following:

<TABLE>
<CAPTION>
                                                                            JUNE 30,       DECEMBER 31, 1998
                                                                              1999
                                                                         ----------------  -------------------
               <S>                                                       <C>               <C>
               Grays Ferry (50% owned)                                   $    36,098       $    17,603
               PoweRent Limited (50% owned)                                      606               576

                                                                         ----------------  -------------------
                                                                         $    36,704       $    18,179
                                                                         ----------------  -------------------
                                                                         ----------------  -------------------
</TABLE>

GRAYS FERRY

       On June 30, 1999, CogenAmerica Schuylkill, a wholly-owned subsidiary
of the Company, had a 50% partnership interest in the Grays Ferry
Cogeneration Partnership ("Grays Ferry"). The other 50% partnership interest
as of such date was owned by Trigen Energy Corporation ("Trigen"). Grays
Ferry has constructed a 150 MW cogeneration facility located in Philadelphia
which began commercial operations in January 1998. Grays Ferry has a 25-year
contract to supply all the steam produced by the project to an affiliate of
Trigen through 2022 and two 20-year contracts ("PPAs") to supply all of the
electricity produced by the project to PECO Energy Company ("PECO")through
2017.

       On April 23, 1999, Grays Ferry and PECO reached final settlement on
the resolution of litigation concerning the parties' Power Purchase
Agreements. Under the terms of the settlement, PECO transferred its one-third
ownership interest in the 150-megawatt project to Grays Ferry. As a result,
the Company's interest in Grays Ferry increased to 50% from one-third
effective April 23, 1999.

       The Company accounts for its investment in Grays Ferry by the equity
method. The Company's equity in earnings of the partnership was $3,329 and
$1,645 for the three months ended June 30, 1999, and 1998, respectively, and
$3,959 and $2,631 for the six months ended June 30, 1999, and 1998,
respectively.

Summarized financial information for Grays Ferry is presented below:

<TABLE>
<CAPTION>
                                                                            JUNE 30,           JUNE 30,
                                                                              1999               1998
                                                                         ----------------  -----------------
                   <S>                                                   <C>               <C>
                   Current assets                                        $    32,597       $    44,789
                   Non-current assets                                    $   155,877       $   161,044
                   Current liabilities                                   $    20,962       $    23,978
                   Non-current liabilities                               $   108,202       $   138,297
</TABLE>

                                             8

<PAGE>
<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                    ---------------------------------  ---------------------------------
                                                       JUNE 30,          JUNE 30,         JUNE 30,          JUNE 30,
                                                         1999              1998             1999              1998
                                                    ----------------  ---------------  ----------------  ---------------
<S>                                                 <C>               <C>              <C>               <C>
Net revenues                                        $       20,854    $      20,430    $       40,028    $      37,463
Cost of sales                                       $       11,131    $      11,174    $       22,934    $      22,037
Operating income                                    $        7,962    $       8,125    $       12,501    $      13,297
Partnership net income                              $        7,704    $       5,157    $        8,573    $       8,115

</TABLE>

POWERENT LIMITED

       PoweRent Limited ("PoweRent") is a United Kingdom company that sells
and rents power generation equipment. The Company owns 50% of PoweRent
through its wholly-owned United Kingdom subsidiary, NRG Generating, Ltd. The
Company accounts for its investment in PoweRent by the equity method. The
Company's equity in earnings was $54 and $(6) for the three months ended June
30, 1999, and 1998, respectively, and $94 and $15 for the six months ended
June 30, 1999, and 1998, respectively.

5.     GAIN FROM SETTLEMENT OF LITIGATION

       On April 23, 1999, Grays Ferry and PECO reached final settlement on
the resolution of litigation concerning the parties' Power Purchase
Agreements. Under the terms of the settlement, PECO transferred its one-third
ownership interest in the 150-megawatt project to Grays Ferry. As a result,
the Company's interest in Grays Ferry increased to 50% from one-third
effective April 23, 1999.

       The Company recorded the receipt of the additional ownership interest
in Grays Ferry using the purchase method and recognized a one-time pre-tax
gain in the amount $14,536 representing the fair value of the additional
ownership interest received in the settlement.

6.     SEGMENT INFORMATION

       The Company is engaged principally in developing, owning and managing
cogeneration projects and the sale and service of cogeneration related
equipment. The Company has classified its operations into the following
segments: energy, and equipment sales, rental and services. The energy
segment consists of cogeneration and standby/peak shaving projects. The
equipment sales, rental and services segment consists of PUMA, the Company's
wholly-owned subsidiary based in the United Kingdom and O'Brien Energy
Services Company ("OES") until its sale in November 1998. Summarized
information about the Company's operations in each industry segment are as
follows:

                                     9

<PAGE>
<TABLE>
<CAPTION>
                                                                             QUARTER ENDED JUNE 30, 1999
                                                        ----------------------------------------------------------------------
                                                                          EQUIPMENT SALES,
                                                            ENERGY       RENTAL & SERVICES         OTHER           TOTAL
                                                        ---------------  -------------------   --------------  ---------------
<S>                                                     <C>              <C>                   <C>             <C>
Revenues                                                $      22,557    $           3,289     $          -    $      25,846
Depreciation & amortization                                     3,140                   33                -            3,173
Other cost of revenues                                         12,895                2,817                -           15,712
                                                        ---------------  -------------------   --------------  ---------------
Gross profit                                                    6,522                  439                -            6,961
Selling, general & administrative expenses                      2,115                  373              411            2,899
                                                        ---------------  -------------------   --------------  ---------------
Income (loss) from operations                                   4,407                   66             (411)           4,062
Interest & other income                                           373                  (16)              61              418
Interest & debt expense                                        (5,183)                 (70)            (351)          (5,604)
Equity in earning of affiliates                                 3,329                   54                -            3,383
Gain from settlement of litigation                             14,536                    -                -           14,536
                                                        ---------------  -------------------   --------------  ---------------
Income (loss) before taxes                              $      17,462    $              34     $       (701)   $      16,795
                                                        ---------------  -------------------   --------------  ---------------
                                                        ---------------  -------------------   --------------  ---------------
</TABLE>
<TABLE>
<CAPTION>
                                                                             QUARTER ENDED JUNE 30, 1998
                                                        ----------------------------------------------------------------------
                                                                          EQUIPMENT SALES,
                                                            ENERGY       RENTAL & SERVICES         OTHER           TOTAL
                                                        ---------------  -------------------   --------------  ---------------
<S>                                                     <C>              <C>                   <C>             <C>
Revenues                                                $ 10,443         $      3,544          $      -        $  13,987
Depreciation & amortization                                1,891                   64                 -            1,955
Other cost of revenues                                     2,284                3,201                 -            5,485
                                                        ---------------  -------------------   --------------  ---------------
Gross profit                                               6,268                  279                 -            6,547
Selling, general & administrative expenses                 1,340                  804               285            2,429
                                                        ---------------  -------------------   --------------  ---------------
Income (loss) from operations                              4,928                 (525)             (285)           4,118
Interest & other income                                      127                    4               120              251
Interest & debt expense                                   (3,084)                 (54)             (348)          (3,486)
Equity in earning of affiliates                            1,645                   (6)                -            1,639
                                                        ---------------  -------------------   --------------  ---------------
Income (loss) before taxes                              $  3,616         $       (581)         $   (513)       $   2,522
                                                        ---------------  -------------------   --------------  ---------------
                                                        ---------------  -------------------   --------------  ---------------

</TABLE>
<TABLE>
<CAPTION>
                                                                           SIX MONTHS ENDED JUNE 30, 1999
                                                        ----------------------------------------------------------------------
                                                                          EQUIPMENT SALES,
                                                            ENERGY       RENTAL & SERVICES         OTHER           TOTAL
                                                        ---------------  -------------------   --------------  ---------------
<S>                                                     <C>              <C>                   <C>             <C>
Revenues                                                $ 45,302         $      7,096          $      -        $  52,398
Depreciation & amortization                                6,223                   60                 -            6,283
Other cost of revenues                                    22,614                6,117                 -           28,731
                                                        ---------------  -------------------   --------------  ---------------
Gross profit                                              16,465                  919                 -           17,384
Selling, general & administrative expenses                 3,237                  727               619            4,583
                                                        ---------------  -------------------   --------------  ---------------
Income (loss) from operations                             13,228                  192              (619)          12,801
Interest & other income                                      450                  (16)              109              543
Interest & debt expense                                  (10,395)                (142)             (773)         (11,310)
Equity in earning of affiliates                            3,959                   94                 -            4,053
Gain from settlement of litigation                        14,536                    -                 -           14,536
                                                        ---------------  -------------------   --------------  ---------------
Income (loss) before taxes                              $ 21,778         $        128          $ (1,283)       $  20,623
                                                        ---------------  -------------------   --------------  ---------------
                                                        ---------------  -------------------   --------------  ---------------
Identifiable assets                                      328,689                7,027             5,896          341,612
Capital expenditures                                      12,596                   29                10           12,635
</TABLE>
                                                    10
<PAGE>
<TABLE>
<CAPTION>
                                                                           SIX MONTHS ENDED JUNE 30, 1998
                                                        ----------------------------------------------------------------------
                                                                          EQUIPMENT SALES,
                                                            ENERGY       RENTAL & SERVICES         OTHER           TOTAL
                                                        ---------------  -------------------   --------------  ---------------
<S>                                                     <C>              <C>                   <C>             <C>
Revenues                                                $ 21,703         $      9,913          $      -        $  31,616
Depreciation & amortization                                3,775                  114                 -            3,889
Other cost of revenues                                     3,904                8,549                 -           12,453
                                                        ---------------  -------------------   --------------  ---------------
Gross profit                                              14,024                1,250                 -           15,274
Selling, general & administrative expenses                 2,578                1,383               575            4,536
                                                        ---------------  -------------------   --------------  ---------------
Income (loss) from operations                             11,446                 (133)             (575)          10,738
Interest & other income                                      249                   10               210              469
Interest & debt expense                                   (6,215)                (133)             (691)          (7,039)
Equity in earning of affiliates                            2,631                   15                 -            2,646
                                                        ---------------  -------------------   --------------  ---------------
Income (loss) before taxes                              $  8,111         $       (241)         $ (1,056)       $   6,814
                                                        ---------------  -------------------   --------------  ---------------
                                                        ---------------  -------------------   --------------  ---------------
Identifiable assets                                      248,377                8,152             6,649          263,178
Capital expenditures                                      35,310                  247                 -           35,557
</TABLE>

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, 1998.
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, operating risks and uncertainties which tend to
be greater with respect to new facilities, such as the risk that the
breakdown or failure of equipment or processes or unanticipated performance
problems may result in lost revenues or increased expenses, and other factors
discussed in this Report and the Company's Report on Form 10-K for the year
ended December 31, 1998 in the section 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.

                                        11

<PAGE>

GENERAL

       CogenAmerica is an independent power producer pursuing
"inside-the-fence" cogeneration projects in the U.S. The Company is engaged
primarily in the business of developing, owning and managing the operation of
cogeneration projects which produce electricity and thermal energy for sale
under long-term contracts with industrial and commercial users and public
utilities. The Company is currently focusing on natural gas-fired
cogeneration projects with long-term contracts for substantially all of the
output of such projects. The Company's strategy is to develop, acquire and
manage the operation of such cogeneration projects and to provide U.S.
industrial facilities and utilities with reliable and competitively priced
energy from its power projects.

       CogenAmerica has substantial expertise in the development and
operation of power projects. The Company's project portfolio as of June 30,
1999, consisted of:

     (i)      a 122 MW cogeneration facility in Parlin, New Jersey (the
              "Parlin Project"),  which began commercial operation in June
              1991 and is owned through its wholly-owned subsidiary,
              CogenAmerica Parlin;

     (ii)     a 58 MW cogeneration facility in Newark, New Jersey (the
              "Newark Project"), which began commercial operation in November
              1990 and is owned through its wholly-owned subsidiary,
              CogenAmerica Newark;

     (iii)    a 117 MW cogeneration facility in Morris, Illinois (the "Morris
              Project"), which began commercial operation in November 1998
              and is owned through its wholly-owned subsidiary, CogenAmerica
              Morris;

     (iv)     a 110 MW cogeneration facility in Pryor, Oklahoma (the "Pryor
              Project"), which had been in commercial operation prior to
              acquisition by the Company in October 1998, and is owned
              through the Company's wholly-owned subsidiary, Oklahoma Loan
              Acquisition Corporation;

     (v)      two standby/peak shaving facilities with an aggregate capacity
              of 22 MW in Philadelphia, Pennsylvania (the "PWD Project"),
              which began commercial operation in September 1993, the
              principal project agreements of which are held by O'Brien
              (Philadelphia) Cogeneration, Inc., an 83%-owned subsidiary of
              the Company; and

     (vi)     a 50% partnership interest in a 150 MW cogeneration facility
              located at Grays Ferry in Philadelphia, Pennsylvania (the
              "Grays Ferry Project"), which began operation in January 1998.
              CogenAmerica's partnership interest increased to 50% on April
              23, 1999. See "Part II - Item 1. - Legal Proceedings."

       Each of the projects is currently producing revenues under long-term
power sales agreements that expire at various times.

       Energy and capacity payment rates are generally negotiated during the
development phase of a cogeneration project and are finalized prior to
securing project financing and the start of a plant's commercial operation.
Pricing provisions of each of the Company's project power sales agreements
contain unique features. As a result, different rates exist for each plant
and customer pursuant to the applicable power sales agreement.

                                      12

<PAGE>

       However, in general, electric revenues for each of the Company's
cogeneration projects consist of two components: energy payments and capacity
payments. Energy payments are based on the power plant's actual net
electrical output, expressed in kilowatt-hours of energy, purchased by the
customer. Capacity payments are based on the net electrical output the power
plant is capable of producing (or portion thereof) and which the customer has
contracted to have available for purchase. Energy payments are made for each
kilowatt-hour of energy delivered, while capacity payments, under certain
circumstances, are made whether or not any electricity is actually delivered.

       The projects' energy and capacity payments are generally based on
scheduled prices and/or base prices subject to periodic indexing mechanisms,
as specified in the power sales agreements. In general terms, energy and
capacity payments are intended to recover the variable and fixed costs of
operating the plant, respectively, plus a return.

       A power plant may be characterized as one or more of the following: a
"base-load" facility, a "dispatchable" facility, a combination
"base-load/dispatchable" facility or a "merchant" facility. Such
characterization depends upon the manner in which the plant will be used and
the requirements of the related power sales agreement(s). A "base-load"
facility generally means that the plant is operated continuously to produce a
fixed amount of energy and capacity for one or more customers. A
"dispatchable" facility generally means that the customer(s) purchased the
right to a fixed amount of available capacity, which must be produced if and
when requested by the customer(s). A combination "base-load/dispatchable"
facility is a plant that operates in both modes, with a portion of the
plant's capacity designated as base-load and the remainder available for
dispatch. A "merchant" facility generally refers to a plant that operates and
sells its output to various customers at prevailing market prices rather than
pursuant to a long-term power sales agreement.

       Under a power sales agreement ("PPA") with Jersey Central Power and
Light Company ("JCP&L") extending into 2011, CogenAmerica Parlin has
committed 114 MW of the Parlin facility's generating capacity to JCP&L, of
which 41 MW are committed as base capacity and 73 MW as dispatchable
capacity. JCP&L must purchase energy from the base capacity whenever such
energy is available from the Parlin facility. Energy from the dispatchable
capacity is purchased by JCP&L only when requested (dispatched) by JCP&L.

       The Parlin PPA provides for curtailment by JCP&L under such typical
conditions as emergencies, inspection and maintenance. JCP&L may also reduce
base capacity during periods of low load on the PJM (the local wholesale
market) by up to 600 hours in any calendar year, of which 400 may be during
on-peak periods, but only when all PJM member utilities are required to
reduce generation to minimum levels and PJM has requested JCP&L to reduce or
interrupt external generation purchases. The Parlin PPA also provides for an
annual average heat rate adjustment that will increase or decrease JCP&L's
payments to CogenAmerica Parlin, depending upon whether the average heat rate
of the Parlin Project is below or above average 9,500 Btu per kWh (higher
heating value). The actual adjustment is calculated by applying a ratio based
on this differential to a fuel cost calculation. In addition, the Parlin PPA
provides for an annual availability adjustment that will increase or decrease
JCP&L's payments under the contract depending upon whether the availability
targets set forth in the contract are met during a given contract year.

                                   13

<PAGE>

       The Newark Project has a power sales agreement with JCP&L extending
through 2015 whereby it has committed to sell all of the Newark facility's
generating capacity to JCP&L, up to a maximum of 58 MW per hour. The Newark
Project is effectively a base-load unit and JCP&L must purchase the energy
whenever such energy is available from the Newark facility.

       Under the terms of the Newark PPA, JCP&L, in its sole discretion, is
allowed to curtail production at the facility for 700 hours per year provided
that the duration of each curtailment is a minimum of six hours and all
curtailments occur only during Saturdays, Sundays and Holidays. Since
contract inception in 1996, JCP&L have fully utilized this curtailment option
annually and the Company expects JCP&L will continue to do so in future
years. JCP&L may also disconnect from CogenAmerica Newark for emergencies,
inspections and maintenance for up to 400 hours per year if all PJM member
utilities are required to reduce generation to minimum levels and JCP&L has
been requested by PJM to reduce or interrupt external generation purchases.
The Newark PPA provides for an annual average heat rate adjustment that will
increase or decrease JCP&L's payments to CogenAmerica Newark depending upon
whether the average heat rate of the Newark Project is below or above 9,750
Btu per kWh (higher heating value). The actual adjustment is calculated by
applying a ratio based upon this differential to a fuel cost calculation. In
addition, the Newark PPA provides for an annual availability adjustment that
will increase or decrease JCP&L's payments under the contract depending upon
whether the availability targets set forth in the contract are met during a
given contract year.

       The Morris Project has an Energy Service Agreement ("ESA") with
Equistar through 2023 to provide base-load power and steam. Equistar has
agreed to purchase the entire requirements of Equistar's plant (subject to
certain exceptions) for electricity up to the full electric output of two of
the three combustion turbines at the Morris Project. In addition, the Morris
Project has an arrangement with the local utility to provide standby power.
Each combustion turbine at the Morris facility has a nominal rating of 39 MW.
The Morris Project designed redundancy into the energy production capability
of the facility in order to meet Equistar's demand. The cost of installing
and maintaining the reserve capacity was taken into account when the energy
services agreement was negotiated.

       The Morris Project is permitted to arrange for the sale to third
parties of interruptible capacity and/or energy from the third turbine and to
the extent available, any excess power from the two turbines required to
supply Equistar with its actual requirements. The Company is in the process
of upgrading the Morris Project by installing inlet chillers to increase the
output of the facility during the summer months. The Morris Project is
currently negotiating with a third-party power marketer for the sale of this
excess capacity/energy.

       The Pryor Project has a power sales agreement with Oklahoma Gas and
Electric Company ("OG&E") through 2008 to provide 110 MW of dispatchable
capacity, with a maximum dispatch of 1,500 hours per year. The facility also
sells electricity to Public Service Company of Oklahoma ("PSO") when not
dispatched by OG&E. The Pryor Project purchases natural gas from Dynegy and
Aquila. Under the terms of the agreement with PSO, the pricing of energy
sales is indexed to a market fuel rate. Under terms of the agreement with
OG&E, energy sales are linked to the average cost of fuel.

                                      14

<PAGE>

       The power sales agreements for the Parlin, Newark, and Morris projects
are structured to avoid or minimize the impact on the Company's revenues from
fluctuations in fuel costs. Since the Parlin and Newark power sales
agreements were amended in April 1996, JCP&L is responsible for the supply
and transportation of natural gas required to operate the Parlin and Newark
plants. Thus, revenues from the Parlin and Newark plants exclude any amounts
attributable to recovery of fuel costs. Prior to the contract amendments,
Parlin and Newark cost of revenues included fuel and related costs and
contract provisions for delayed recovery of such costs in revenues caused
variability in the projects' gross profit.

       Under the terms of the Morris Project ESA with Equistar, Equistar is
the fuel manager. All of the costs of supplying the fuel for the combustion
turbines are effectively a pass-through to Equistar. As a result, although
fuel costs are included in the Morris Project revenues and cost of revenues,
the Company believes it has minimized any impact on gross profit from
fluctuations in the price of natural gas purchases and supply for the Morris
Project.

       The Grays Ferry Project has a gas sales agreement with Aquila
providing for the purchase of natural gas to meet the power plant's
requirements. For the period from commercial operations in January 1998 until
the end of the year 2000, the partnership has purchased a natural gas collar
with a cap in order to limit the volatility of natural gas purchases.
Beginning in 2001, the price for natural gas supplied by Aquila is indexed to
a market electricity rate.

       During 1998, the Company also sold and rented power generation
equipment and provided related services in the U.S. and international markets
under the names OES and PUMA. As previously announced, the Company has
determined that its equipment sales rental and services segment is no longer
a part of its strategic plan. Accordingly, on November 5, 1998, the Company
sold OES, a wholly-owned subsidiary of the Company, in a stock transaction to
an unrelated third party. The Company is currently pursuing alternatives for
the disposition of its remaining equipment sales and services business
operated by PUMA. The Company expects that the disposition of PUMA will not
have a material adverse effect on the Company's results of operations or
financial condition. Although OES was sold in 1998, the equipment sales,
rental and services segment has not been reported as a discontinued operation
in the financial statements because specific plans regarding the timing and
manner of ultimate disposition of PUMA are still under consideration.

NET INCOME AND EARNINGS PER SHARE

       Net income for the 1999 second quarter was $10,416, or diluted
earnings per share of $1.49, compared to second quarter 1998 net income of
$1,379, or diluted earnings per share of $0.20. Net income for the first six
months of 1999 was $12,816, or diluted earnings per share of $1.85 compared
to net income of $4,052, or diluted earnings per share of $0.58 for the
comparable period in 1998.

       The increase in net income and earnings per share is primarily due to
a one-time gain representing the fair value of the additional ownership
interest in the Grays Ferry Project resulting from the April 23, 1999,
settlement between the Grays Ferry Cogeneration Partnership and PECO. See
"Part II - Item 1. - Legal Proceedings." During 1999, earnings from the
energy segment were negatively affected by forced outages, curtailments and
plant

                                    15

<PAGE>

performance adjustments, and higher interest expense due to the addition of
the Morris and Pryor Projects.

REVENUES

       Energy revenues for the second quarter of 1999 of $22,557 increased
from $10,518 for the comparable period in 1998. Energy revenues for the first
six months of 1999 of $45,302 increased from $21,801 for the comparable
period in 1998. Energy revenues primarily reflect billings associated with
the Parlin, Newark, Morris, Pryor and PWD Projects.

       The increase in energy revenues for the second quarter was primarily
attributable to the acquisition of the Pryor Project in October 1998, and
commencement of Morris operations in November 1998. Energy revenues were
negatively impacted by outages and curtailments at the Newark and Parlin
facilities and a provision for availability and heat rate adjustments at
Newark and Parlin. The Company must maintain target availability and heat
rate values at Newark and Parlin to avoid adjustments and is currently
reviewing preliminary availability calculations. The Company has initiated a
plant operating performance review to develop a plan to increase availability
and heat rate to levels historically maintained.

       The increase in energy revenues for the first six months of 1999 was
primarily attributable to the acquisition of the Pryor Project in October
1998, and commencement of Morris operations in November 1998. Energy revenues
were negatively impacted by outages and curtailments in 1999 at the Newark
and Parlin facilities and a provision for availability and heat rate
adjustments at Newark and Parlin. In addition, mild winter weather subjected
both Newark and Parlin to higher curtailments than the comparable period in
1998.

PROJECT ENERGY REVENUES
<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                    ---------------------------------  ---------------------------------
                                                       JUNE 30,          JUNE 30,         JUNE 30,          JUNE 30
                                                         1999              1998             1999              1998
                                                    ----------------  ---------------  ----------------  ---------------
<S>                                                 <C>               <C>              <C>               <C>
COGENERATION PROJECTS
      Parlin                                        $      4,203      $     5,127      $      9,583      $    10,513
      Newark                                               3,466            4,343             7,971            9,188
      Morris                                              10,172                -            18,154                -
      Pryor                                                3,646                -             7,480                -

STANDBY/PEAK SHAVING FACILITIES
      PWD                                                  1,070            1,048             2,114            2,100
                                                    ----------------  ---------------  ----------------  ---------------
                                                          22,557      $    10,518      $     45,302      $    21,801
                                                    ----------------  ---------------  ----------------  ---------------
                                                    ----------------  ---------------  ----------------  ---------------

</TABLE>

       Equipment sales and services revenues for the second quarter 1999 of
$3,289 increased from $2,863 for the comparable period in 1998. Equipment
sales and services revenues of $7,096 for the first six months of 1999
decreased from $8,334 for the comparable period in 1998. The increase in
revenues for the second quarter was primarily attributable to higher sales
volume at PUMA partially offset by the sale of OES in November 1998. The
decrease in revenues for the first six months was primarily attributable to
the sale of OES in November 1998.

                                    16

<PAGE>

       Rental revenues in the 1998 second quarter and first six months were
attributable to OES, which was sold in November 1998.

COSTS AND EXPENSES

       Cost of energy revenues for the second quarter 1999 of $16,035
increased from $4,187 for the comparable period in 1998. Cost of energy
revenues for the first six months of 1999 of $28,838 increased from $7,700
for the comparable period in 1998.

       The increase in cost of energy revenues for the second quarter was
primarily the result of commencement of the Morris Project operations and the
Pryor Project acquisition, in addition to increased fuel costs for standby
boiler fuel associated with forced outages at the Morris Project.
Additionally, cost of energy revenues increased due to kerosene inventory
usage at Newark and Parlin as a result of PSE&G imposed gas curtailments.

       Cost of energy revenues for the first six months of 1999 increased
from the comparable period in 1998 primarily due to commencement of the
Morris Project operations and the Pryor Project acquisition, in addition to
increased fuel costs associated with forced outages and curtailments at the
Morris, Pryor, Newark and Parlin Projects.

       Cost of equipment sales and services for the second quarter 1999 of
$2,850 increased from $2,729 for the comparable period in 1998. Cost of
equipment sales and services for the first six months of 1999 of $6,176
decreased from $7,468 for the comparable period in 1998. The change is
primarily attributable to higher sales volumes at PUMA partially offset by
the sale of OES in November 1998.

       Cost of rental revenues in the 1998 second quarter and first six
months were attributable to OES, which was sold in November 1998.

       The Company's gross profit for the second quarter of 1999 of $6,961
(26.9% of sales) increased from the second quarter 1998 gross profit of
$6,547 (46.8% of sales). Gross profit for the first six months of 1999 of
$17,384 (33.2% of sales) increased from gross profit of $15,274 (48.3% of
sales) for the first six months of 1998. The gross profit increase for the
second quarter and first six months of 1999 was primarily attributable to the
addition of the Morris and Pryor Projects. The decline in gross profit, as a
percentage of sales, was primarily attributable to the addition of the Morris
and Pryor Projects which have lower operating margins than the Newark and
Parlin Projects. It is expected that competition will continue to put
pressure on margins of new projects in the future.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

       Selling, general and administrative expenses ("SG&A") for the second
quarter 1999 of $2,899 increased from second quarter 1998 SG&A expenses of
$2,429. Selling, general and administrative expenses for the first six months
of 1999 of $4,583 increased from $4,536 for the comparable period in 1998.
The increase was primarily due to a second quarter charge of $890 to write
off deferred costs related to a capital markets financing plan that was
terminated. Such charge was partially offset by lower legal expenses.

                                      17

<PAGE>

INTEREST AND OTHER INCOME

       Interest and other income for the second quarter 1999 of $418
increased from interest and other income of $251 for the comparable period in
1998. Interest and other income for the first six months of 1999 of $543
increased from $469 for the comparable period in 1998. The increase is
primarily attributable to interest earned on escrow funds required by the
terms of the Morris Project credit agreement.

EQUITY IN EARNINGS OF AFFILIATES

       Equity in earnings of affiliates for the second quarter 1999 of $3,383
increased from $1,639 in the comparable period in 1998. Equity in earnings of
affiliates for the first six months of 1999 of $4,053 increased from $2,646
for the comparable period in 1998. The increase is primarily attributable to
higher earnings from Grays Ferry. See "Part II - Item 1. - Legal Proceedings."

GAIN ON SETTLEMENT OF LITIGATION

       On April 23, 1999, Grays Ferry and PECO reached final settlement on
the resolution of litigation concerning the parties' Power Purchase
Agreements. Under the terms of the settlement, PECO transferred its one-third
ownership interest in the 150-megawatt project to Grays Ferry. As a result,
the Company's interest in Grays Ferry increased to 50% from one-third
effective April 23, 1999. See "Part II - Item 1. - Legal Proceedings."

       Gain from settlement of litigation for the second quarter of 1999
represents a one-time pre-tax gain in the amount $14,536 representing the
fair value of the additional ownership interest resulting from settlement of
litigation.

INTEREST AND DEBT EXPENSE

       Interest and debt expense for the second quarter 1999 of $5,604
increased from interest and debt expense of $3,486 for the comparable period
in 1998. Interest and debt expense for the first six months of 1999 of
$11,310 increased from $7,039 for the comparable period in 1998. The increase
was primarily attributable to the financing of the Pryor and Morris Projects,
both of which were acquired and commenced commercial operations,
respectively, in the fourth quarter of 1998.

INCOME TAXES

       Income tax expense for the second quarter of 1999 of $6,379 increased
from $1,143 for the comparable period in 1998. Income tax expense for the
first six months of 1999 of $7,807 increased from $2,762 for the comparable
period in 1998. The increase was primarily due to higher pre-tax earnings
driven by the one-time gain resulting from the settlement between Grays Ferry
and PECO.

       The consolidated effective tax rate for the quarters ended June 30,
1999, and 1998 was 38.0% and 45.3%, respectively. The consolidated effective
tax rate for the six months ended June 30, 1999, and 1998 was 37.9% and
40.5%, respectively.

                                     18

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

       The development, construction and operation of cogeneration projects
and other power generation facilities requires significant capital.
Historically, the Company has employed substantial leverage at both the
project and parent company level to finance its capital requirements. Debt
financing at the project level is typically nonrecourse to the parent.
Nonrecourse project financing agreements usually require initial equity
investments at the project level. The Company has financed such equity
investments through cash generated from operations and other borrowings,
including borrowings at the parent level.

       Almost all of the Company's operations are conducted through
subsidiaries and other affiliates. As a result, the Company depends almost
entirely upon their earnings and cash flow to service consolidated
indebtedness, including indebtedness of the parent, CogenAmerica. The
nonrecourse project financing agreements of certain subsidiaries and other
affiliates generally restrict their ability to pay dividends, make
distributions or otherwise transfer funds to the parent prior to the payment
of other obligations, including operating expenses, debt service and reserves.

       At June 30, 1999, cash and cash equivalents totaled $5,393 and
restricted cash totaled $14,140. The restricted cash primarily represents
escrow funds for debt service and major maintenance as required by the terms
of credit agreements for the Newark, Parlin and Morris projects.

       Cash provided by operating activities was $4,545 and $6,728 for the
six months ended June 30, 1999, and 1998, respectively. Cash provided by
operating activities decreased primarily due to a higher investment in
working capital.

       Cash used in investing activities was $14,625 and $35,584 for the six
months ended June 30, 1999, and 1998, respectively. Cash used by investing
activities primarily represents net deposits of $1,990 into restricted cash
accounts as required by certain credit agreements and construction of the
Morris facility and chiller project.

       Cash provided by financing activities was $11,905 and $30,526 for the
six months ended June 30, 1999, and 1998, respectively. During the first six
months of 1999, proceeds from borrowing totaled $19,592 consisting of loans
due NRG Energy related to the Morris Project and a June 7, 1999, bridge
financing note with NRG Energy. Repayments of long-term debt totaled $7,786.

       In May 1996, the Company's wholly-owned subsidiaries the Newark
Project and the Parlin Project entered into a credit agreement (the "Newark
and Parlin Credit Agreement") which established provisions for a $155,000
fifteen-year loan and a $5,000 five-year debt service reserve line of credit.
The loan is secured by all of the Newark and Parlin Project assets and a
pledge of the capital stock of such subsidiaries. The Company has guaranteed
repayment of $20,988 of the amount outstanding under the Credit Agreement.
The interest rate on the outstanding principal is variable based on, at the
option of CogenAmerica Newark and CogenAmerica Parlin, 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 the Newark and Parlin Credit Agreement,
CogenAmerica Newark and CogenAmerica Parlin entered into an interest rate
swap agreement with respect to 50% of the principal amount outstanding under
the Credit Agreement. This

                                  19

<PAGE>

interest rate swap agreement fixes the interest rate on such principal amount
at 6.9% plus the margin. At June 30, 1999, the principal amount outstanding
under the credit agreement was $130,123.

       CogenAmerica Schuylkill, a wholly-owned subsidiary of the Company,
owned as of June 30, 1999, a 50% partnership interest in the Grays Ferry
Project which commenced operation in January 1998. CogenAmerica's partnership
interest increased to 50% on April 23, 1999. See "Part II - Item 1. - Legal
Proceedings." In March 1996, the Grays Ferry Partnership entered into a
credit agreement with Chase 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 CogenAmerica Schuylkill the funding, if needed,
for the CogenAmerica Schuylkill capital contribution obligation to the Grays
Ferry Partnership. Prior to December 31, 1997, CogenAmerica Schuylkill had
borrowed $10,000 from NRG Energy under this loan agreement, of which $1,900
remained outstanding to NRG Energy at June 30, 1999.

       In connection with its acquisition of the Morris Project, CogenAmerica
Funding, a wholly-owned subsidiary of the Company, assumed all of the
obligations of NRG Energy to provide future equity contributions to the
project, which obligations are limited to the lesser of 20% of the total
project cost or $22,000. NRG Energy had guaranteed to the Morris Project's
lenders that CogenAmerica Funding would make these equity contributions, and
the Company had guaranteed to NRG Energy the obligation of CogenAmerica
Funding to make these equity contributions (which guarantee is secured by a
second priority lien on the Company's interest in the Morris Project). In
addition, NRG Energy had committed in a Supplemental Loan Agreement between
the Company, CogenAmerica Funding and NRG Energy to loan CogenAmerica Funding
and the Company (as co-borrowers) the full amount of such equity
contributions by CogenAmerica Funding, subject to certain conditions
precedent, at CogenAmerica Funding's option. Any such loan will be secured by
a second priority lien on all of the membership interests of the project and
will be recourse to CogenAmerica Funding and the Company. Effective November
30, 1998 the Company and NRG Energy agreed to a First Amendment to the
Supplemental Loan Agreement that allowed the Company to contribute the
$22,000 of equity in installments to match the construction draw payments. At
June 30, 1999, the entire $22,000 had been drawn and contributed as equity.
The Supplemental Loan Agreement calls for an interest rate of prime plus
1.5%. Effective with the First Amendment the interest rate was changed to
prime plus 3.5% until the possible event of default related to the Grays
Ferry Project had been eliminated. On February 16, 1999, NRG Energy agreed to
reduce the interest rate under the loan back to prime plus 1.5%. This
adjustment was made effective January 1, 1999. At June 30, 1999, $20,119 was
due NRG Energy under the Supplemental Loan Agreement.

       On September 15, 1997, Morris LLC (which was at that time an affiliate
of NRG Energy) 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 Company assumed the Agreement in December
1997 upon acquiring Morris LLC. The Agreement provided $85,600 of 20-month
construction loan commitments and $5,400 in letter of credit commitments (the
"LOC Commitment"). Upon satisfaction of all completion criteria as set forth
in the Agreement, the construction loan was due and payable or, if certain
criteria were satisfied, would be converted to a five year term loan based on
a 25-year amortization with a balloon payment at maturity. Interest on the
term loan is variable based on, at the Company's option, either 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

                                  20

<PAGE>

borrowing period ranging from one to six months. On June 15, 1999, the
Company satisfied all conversion criteria and converted the construction loan
into a five-year term loan of $85,600. In addition, the Company secured a
line of credit to fund debt service reserves as required by the Agreement.
Borrowings are secured by CogenAmerica Funding's ownership interest in Morris
LLC, its cash flows, dividends and any other property that CogenAmerica
Funding may be entitled to as owner of Morris LLC. At June 30, 1999, $85,600
was outstanding under the term loan and no amounts were pledged under the LOC
Commitment.

       On December 17, 1997, the Company entered into the MeesPierson Credit
Agreement providing for a $30,000 reducing revolving credit facility. The
facility is secured by the assets and cash flows of the 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 PWD Project and $1,500 for general
corporate purposes. The MeesPierson 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. The actions taken by the power purchaser of the Grays
Ferry Project resulted in a cross default under the MeesPierson Credit
Agreement. On August 14, 1998 the lender agreed to waive the default until
July 1, 1999, by imposing a 2.0% increase in the interest rate effective
October 1, 1998. On February 12, 1999, the lender agreed to a permanent
waiver of the Grays Ferry Project cross default and eliminated the 2.0%
increase in the interest rate effective January 1, 1999. The Company also
reduced the size of the facility to $25,000. The repayment of the $25,000 is
due in full on December 17, 2000.

       The Company's principal credit agreements (including the Newark and
Parlin Credit Agreement) include cross-default provisions that generally
permit its lenders to accelerate the indebtedness owed thereunder, to decline
to make available any additional amounts for borrowing thereunder, and to
exercise certain other remedies in respect of any collateral securing such
indebtedness 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. As a
result, a default under one such other instrument or agreement could have a
material adverse effect on the Company by causing one or more cross-defaults
to occur under one or more of the Company's principal credit agreements,
potentially having one or more of the effects set forth above and otherwise
adversely affecting the Company's liquidity and capital position.

       During 1998 the Company incurred approximately $890 of third-party
costs related to a capital markets financing transaction expected to be
completed during 1999. These costs were deferred and reported in the balance
sheet as "Deferred financing costs, net" at December 31, 1998. During the
second quarter ended June 30, 1999, the Company terminated the financing
activities and expensed the deferred financing costs related to the capital
markets financing in full.

       In October 1998, NRG Energy loaned the Company and CogenAmerica Pryor
approximately $23,900 to finance the acquisition of the Pryor Project. 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 was initially set at prime rate plus 3.5% and such
rate reduces by two percentage points upon the occurrence

                                     21

<PAGE>

of certain events related to elimination of default risk under the loan. On
February 16, 1999, NRG Energy agreed to reduce the interest rate under the
loan to prime plus 1.5%. This adjustment was made effective January 1, 1999.
At June 30, 1999, $22,875 was due NRG Energy under the loan.

       On June 7, 1999, NRG Energy loaned the Company $8,000 in bridge
financing. The loan is a revolving note maturing on September 30, 1999,
calling for interest payments on a monthly basis. The interest rate on the
note to such loan is set at prime plus 1.5%. At June 30, 1999, $8,000 was due
NRG Energy under the loan.

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
vendors, suppliers and customers, the Year 2000 problem could have a material
adverse effect on the Company's business, results of operations and financial
condition.

                                      22

<PAGE>

       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 has been upgraded to alleviate any potential Year 2000
issues. 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 is expected to be complete and any
changes implemented by December 31, 1999. The Company's billing systems are
either provided by the customer or are performed internally on microcomputer
systems. In these cases, the collection of data is the most important feature
and any impact from a Year 2000 issue is expected to 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. For the most part, the collection
of this data is done mechanically rather than electronically. Only data
storage is managed electronically. 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 have been implemented.
The Company does not believe that any further upgrades, if necessary, will be
material to its financial condition or results of operation.

       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 have been upgraded as described
above and the Company does not believe that any loss of data will occur due
to a Year 2000 issue. In addition, the Company's third parties are major
utilities and sophisticated industrial concerns who are participants in
sophisticated Year 2000 readiness programs. The Company has participated in
vendor surveys to determine 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 most likely Year 2000 worst case
scenario would be the loss of billing data to utilities and industrial
companies which purchase the Company's electricity and steam. 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.

                                       23

<PAGE>

NEW ACCOUNTING STANDARDS

       In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133, as amended by SFAS No.
137, is required to be adopted for fiscal years beginning after June 15,
2000, (fiscal year 2001 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 determined the impact that
adoption of SFAS No. 133 will have on its earnings or financial position, but
it may increase earnings volatility.

ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       The Company's market risk is primarily impacted by changes in interest
rates and changes in natural gas prices. The Company's market risk has not
materially changed from that reported in Part II, Item 7a, of the Company's
Report on Form 10-K for the year ended December 31, 1998.

                                        24

<PAGE>

                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

       GRAYS FERRY COGENERATION PARTNERSHIP. Trigen-Schuylkill Cogeneration,
Inc., NRGG (Schuylkill) Cogeneration, Inc. and Trigen-Philadelphia Energy
Corp. v. PECO Energy Company, Adwin (Schuylkill) Cogeneration, Inc. and the
Pennsylvania Public Utility Commission, Court of Common Pleas Philadelphia
County, April Term 1998, No. 544, filed April 9, 1998. This matter was
previously reported in the Company's Report on Form 10-K for the year ended
December 31, 1998. On April 23, 1999, the Grays Ferry Cogeneration
Partnership ("Grays Ferry") and PECO Energy Company ("PECO") reached a final
settlement of this litigation. The settlement calls for PECO and Grays Ferry
to specifically perform their existing Power Purchase Agreements ("PPAs"), as
amended, under an order from the Court. This includes PECO paying for
capacity and electrical energy purchases from Grays Ferry at the specific
contract prices set out in the PPAs for the 1998-2000 time period. The energy
pricing under the original terms of the PPAs, after the year 2000 was based
upon a percentage of the PJM market price, which is the local wholesale
market price. This market-based pricing is expected to produce substantially
lower revenues than the more favorable rates of the early contract years. As
part of the settlement the PPAs were amended to modify the percentage of the
PJM market price to lessen the impact in the early years of market-index
pricing. Under the terms of the settlement, PECO also transferred its
one-third ownership interest in the 150-megawatt project to Grays Ferry. As a
result, CogenAmerica and Trigen Energy Corporation's respective interest in
Grays Ferry increased from 33% to 50%. PECO transferred its interest to Grays
Ferry at no cost. The transfer was effective with the final settlement on
April 23, 1999.

       IN RE: O'BRIEN ENVIRONMENTAL ENERGY, Case No. 94-26723, U.S.
Bankruptcy Court for the District of New Jersey, filed September 29, 1994.
Calpine Corporation ("Calpine") an unsuccessful bidder for the acquisition of
O'Brien in the bankruptcy case, filed an application for allowance of an
administrative claim for approximately $4,500 in break-up fees and expenses
in the bankruptcy case. The Bankruptcy Court denied the application in full,
by order dated November 27, 1996. Calpine filed an appeal from the Bankruptcy
Court's order denying its application. On May 29, 1998, the United States
District Court for the District of New Jersey upheld the Bankruptcy Court's
order. Calpine filed an appeal with the United States Third Circuit Court of
Appeals on June 26, 1998. On July 19, 1999, the United States Third Circuit
Court of Appeals denied Calpine's appeal for break-up fees and expenses.
Calpine has 60 days to appeal to the U.S. Supreme Court. Management does not
expect the outcome of its bankruptcy case will have a material adverse effect
on the Company.

       The Company is subject from time to time to various other claims that
arise in the normal course of business, and management believes that the
outcome of any such matters as currently may be pending (either individually
or in the aggregate) will not have a material adverse effect on the business
or financial condition of the Company.

                                     25

<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.

                                     26

<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: August 10,1999                By: /s/ Timothy P. Hunstad
                                    ------------------------------------
                                                  Timothy P. Hunstad
                                    VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                    (Principal Financial Officer and Duly
                                    Authorized Officer)

                                     27

<PAGE>

                                INDEX TO EXHIBITS


27       Financial Data Schedule for the six months ended June 30, 1999, (for
         SEC filing purposes only).

                                      28