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                                                               EXHIBIT 10.172

                 ASSIGNMENT AND ASSUMPTION AGREEMENT


     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of March 20, 1998 
(this "Agreement"), is made by and between LS POWER CORPORATION, a Delaware
corporation (the "Assignor"), and COGENTRIX ENERGY, INC., a Delaware 
corporation (the "Assignee") (unless otherwise defined herein, all 
capitalized terms used herein shall have the meanings given them in the 
Securities Purchase Agreement referenced below).


                          W I T N E S S E T H:

     WHEREAS, the Assignor, Granite Power Partners, L.P., a Delaware 
limited partnership ("Granite"), the Assignee, Cogentrix Mid-America, Inc.,
a Delaware corporation, Cogentrix Cottage Grove, LLC, a Delaware limited 
liability company, and Cogentrix Whitewater, LLC, a Delaware limited 
liability company, have entered into that certain Securities Purchase 
Agreement dated as of March 6, 1998 (the "Securities Purchase Agreement"), 
which provides for the sale by the Sellers, and the purchase by the 
Purchasers, of all of the Securities in the Acquired Companies (the 
"Acquisition");

     WHEREAS, the Assignor is a party to certain management service 
agreements with certain of the Acquired Companies listed on Exhibit A 
hereto (the "Management Agreements");

     WHEREAS, in connection with the Acquisition, the Assignor desires to 
assign, and the Assignee desires to assume, all of the Assignor's right, 
title and interest in the Management Agreements (the "Assignment"); and

     WHEREAS, the Assignor and the Assignee have agreed that certain 
management and personnel of the Assignor will be available to provide 
services to the Assignee after the date hereof, subject to the terms and 
conditions set forth herein.

     NOW, THEREFORE, in consideration of the foregoing, and for other good 
and valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged by the Assignor and Assignee, the Assignor hereby assigns, 
transfers and sets over to the Assignee all of the Assignor's rights and 
interests in and to the Management Agreements, and Assignee hereby expressly
accepts such assignment and agrees to, and does hereby assume, and agrees 
hereafter, to timely pay, perform or discharge each and every of the 
obligations and liabilities of the Assignor under the Management Agreements.
The Assignee further agrees to indemnify and hold the Assignor harmless from 
any claim or liability arising under or as a result of any obligations and 
liabilities to be paid, performed or discharged pursuant to the Management 
Agreements after the date hereof.

     The Assignor further covenants and agrees that, at the reasonable 
request of the Assignee and without further consideration, but at no 
additional cost to the Assignor, the Assignor will execute such other 
instruments of conveyance, transfer and assignment and take such further 
action as may be reasonably required in order to grant, bargain, sell, assign,

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transfer, set over or deliver to Assignee, its successors and assigns, the 
Management Agreements transferred hereunder.

     This Agreement shall be binding upon, and shall inure to the benefit of,
the Assignee, the Assignor, and each of their successors and assigns, and 
shall be subject to the terms and conditions of the Securities Purchase 
Agreement.

     From the date hereof through April 30, 1998 (the "Initial Period"), the
Assignor shall cause the appropriate members of its management to provide 
Purchasers with reasonable assistance and cooperation to effect (i) the 
timely and efficient transfer of management, records, files and other 
documents and (ii) the preparation of required reports and filings for the 
Acquired Companies.  The assistance provided during the Initial Period shall
be at no cost to Purchasers other than reimbursement of reasonable 
out-of-pocket expenses incurred by Assignor in providing such assistance.  
In addition to the assistance provided under the preceding sentence, for the
11-month period following April 30, 1998 (the "Annual Period"), the Assignor
shall (i) cause its Principals (as defined below) to be available to provide 
assistance and consulting to the Purchasers for no more than 10 hours per 
month at no cost, other than reasonable out-of-pocket expenses to Purchasers
and (ii) cause its Management (as defined below) to reasonably consult with 
representatives of the Purchasers concerning the management and operation of
the Acquired Companies and their respective businesses on and prior to 
Closing, including without limitation with respect to (a) pending litigation,
claims and related matters, (b) supplier, manager, customer, personnel and 
other business relationships, (c) regulatory, environmental, tax and other 
governmental matters, (d) the EPC Contracts with Westinghouse Electric 
Corporation and (e) the Operation and Maintenance Agreements with 
Westinghouse Operating Services Company, Inc.  The Assignee shall pay for
the assistance and consulting provided during the Annual Period by the 
Management on an hourly basis at the commercially reasonable rates described
on Exhibit B hereto, and the Assignee agrees to reimburse the Assignor for 
all reasonable out-of-pocket expenses incurred by the Assignor.  For 
purposes of this Agreement, the term "Principals" shall collectively mean 
Mikhail Segal and Michael Liebelson, and the term "Management" shall 
collectively mean Frank Hardenbergh, Mark Brennan and Kimberly Bonnell.

     Upon no less than four days' advance notice, the Assignee will permit 
representatives of the Assignor and its affiliates and a reasonable number 
of guests to visit the respective properties of the Acquired Companies during
normal business hours; provided, however, that the Assignor agrees to, and 
agrees to cause its guests to, hold all information regarding the properties 
and their operations confidential.

     Assignor represents and warrants to the Assignee that no Management 
Fees (as defined in the Management Agreements) have been paid to the 
Assignor pursuant to any of the Management Agreements for the period 
beginning April 1, 1998, and that no Management Expenses (as defined in the 
Management Agreements) and Reimbursable Management Costs (as defined in the 
Management Agreements) have been paid to the Assignor pursuant to any of the 
Management Agreements for the period beginning February 1, 1998.  The 
Assignor and the Assignee agree that all Management Fees payable to the 
Assignor for services performed after April 1, 1998 and all Management 
Expenses and Reimbursable Management Costs incurred by Assignor after 

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February 1, 1998 shall be paid to the Assignee.

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF 
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER 
THAN THE PROVISIONS OF SECTION 5-1401 OF THE GENERAL OBLIGATION LAW OF THE 
STATE OF NEW YORK).

     The Assignee agrees that none of the Principals or Management shall 
have any liability for any assistance or consulting provided in good faith 
under this Agreement or otherwise in respect of any claim, demand, action,
suit or proceeding arising hereunder.

     All notices, consents, calls, approvals, reports, designations, 
requests, waivers, elections and other communications (collectively, 
"Notices") authorized or required to be given pursuant to this Agreement 
shall be given in writing and (i) personally served on the party to whom it
is given, (ii) mailed by registered or certified mail, postage prepaid or
(iii) sent by courier guaranteeing overnight delivery, in each case to the 
addresses set forth in the Securities Purchase Agreement.  

     All Notices shall be deemed given when delivered.  Any party may change
its address and/or telephone number for the receipt of Notices at any time 
by giving Notice thereof to the parties hereto.

     This Agreement shall become effective when it shall have been executed 
by the parties hereto and thereafter shall be binding upon and inure to the 
benefit of the parties hereto and their respective successors and assigns.
The term of this Agreement shall be the period commencing as of the date 
hereof and ending the date 13 months thereafter.  This Agreement may be 
executed in two or more counterparts, each of which shall constitute an 
original but all of which when taken together shall constitute but one 
contract.

     Neither this Agreement nor any provision hereof may be waived, amended 
or modified except pursuant to an agreement or agreements in writing entered 
into by all of the parties hereto.  Neither this Agreement nor any provision 
hereof may be transferred or assigned to any other Person without the written
consent of the other party; provided, however, the Assignee shall have the 
right to assign its obligations hereunder to any of its Affiliates.

     This Agreement constitutes the entire contract between the parties 
relative to the subject matter hereof.  Any previous agreement between the 
parties with respect to the subject matter hereof is superseded by this 
Agreement.  Nothing in this Agreement, expressed or implied, is intended to 
confer upon any Person other than the parties hereto any rights, remedies, 
obligations or liabilities under or by reason of this Agreement.

     EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY 
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY 
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION 

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WITH THIS AGREEMENT.  Each party hereto (a) certifies that no representative,
agent or attorney of any other party has represented, expressly or otherwise,
that such other party would not, in the event of litigation, seek to enforce 
the foregoing waiver and (b) acknowledges that it and the other parties 
hereto have been induced to enter into this Agreement and the transactions 
contemplated hereby, as applicable, by, among other things, the mutual 
waivers and certifications in this paragraph.

     In the event any one or more of the provisions contained in this 
Agreement should be held invalid, illegal or unenforceable in any respect, 
the validity, legality and enforceability of the remaining provisions 
contained herein shall not in any way be affected or impaired thereby.  The
parties shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect 
of which comes as close as possible to that of the invalid, illegal or 
unenforceable provisions.

               [Remainder of page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, effective as of the day and year
first above written.

                                ASSIGNOR:

                                LS POWER CORPORATION



                                By:   /s/ Frank E. Hardenbergh
                                     ---------------------------
                                Name:  Frank E. Hardenbergh
                                Title: Vice President, General
                                       Counsel and Secretary


                                ASSIGNEE:

                                COGENTRIX ENERGY, INC.



                                By:   /s/ James R. Pagano
                                     -------------------------
                                Name:  James R. Pagano
                                Title: Group Senior Vice President
                                       Chief Financial Officer

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                               EXHIBIT A

                         Management Agreements
                         ---------------------


1.   Management Services Agreement between LS Power Corporation 
     and LSP-Whitewater Limited Partnership dated May 1, 1995.

2.   Management Services Agreement between LS Power Corporation 
     and LSP-Cottage Grove, L.P. dated May 1, 1995.

3.   Management Services Agreement between LS Power Corporation 
     and LSP-Whitewater I, Inc. dated May 1, 1995.

4.   Management Services Agreement between LS Power Corporation 
     and LSP-Cottage Grove, Inc. dated May 1, 1995.

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                               EXHIBIT B

                            Management Rates
                            ----------------


1.   Frank Hardenbergh - $175/hour

2.   Mark Brennan - $125/hour

3.   Kimberly Bonnell (Administrative Assistant) - $40/hour

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