UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ANNUAL REPORT TO STOCKHOLDERS
                                       and
                                    FORM 10-K/A

[X]	          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

                                          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 1-13264

                               TRIGEN ENERGY CORPORATION
                  (Exact name of registrant as specified in its charter)

     	Delaware	                                           13-3378939
	(State or other jurisdiction	                         (I.R.S.  Employer
	of incorporation or organization)	                    Identification No.)

   	One Water Street
	White Plains, New York	                                   10601-1009
	(Address of principal executive offices)                 	(Zip Code)

                                   (914) 286-6600
                    (Registrant's telephone number including area code)

              Securities registered pursuant to Section 12(b) of the Act:

                                                      		Name of Each Exchange
	Title of Each Class	                                    on Which Registered
---------------------                                   ---------------------
Common Stock, Par Value $.01 Per Share	                 New York Stock Exchange

      Securities registered pursuant to Section 12(g) of the Act: None

   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. Yes  X   No

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ]

    The aggregate market value of voting stock held by non-affiliates of the
registrant was $63,509,010 based upon the closing sale price quoted by the
New York Stock Exchange on March 25, 1998.  There were 12,321,680 shares of
the registrant's Common Stock outstanding on March 25, 1998.

                 DOCUMENTS INCORPORATED BY REFERENCE

    Information called for in Part III of this Form 10-K is incorporated by
reference from the registrant's definitive proxy statement to be filed in
connection with its 1998 annual meeting of shareholders which will be held
on May 13, 1998.

<PAGE>

                             SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized on March 31, 1998.


                                    		TRIGEN ENERGY CORPORATION



                                    		By /s/  David H. Kelley
                                      ----------------------------
                                          David H. Kelly
                                          Vice President, Finance
                                          and Chief Financial Officer