SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                          ----------------------
                                FORM 10-Q/A
[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the quarterly period ended March 31, 1998

                                OR

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

     For the transition period from           to

                   Commission File No. 1-13264

                    TRIGEN ENERGY CORPORATION
             (Exact name of Registrant as specified in its charter)
                                        
       Delaware                                          13-3378939
(State or other jurisdiction of                       (I.R.S.Employer
incorporation or organization)                     Identification Number)

      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)


     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
                       ----            ----
There were 12,337,991 shares of the Registrant's Common Stock outstanding as of
May 6, 1998.

<PAGE>
             TRIGEN ENERGY CORPORATION AND SUBSIDIARIES

                        INDEX TO FORM 10-Q
                   Quarter Ended March 31, 1998
                                                                           Page
Explanatory Note..............................................................3

Part I - Financial Information:

     Item 1.   Financial Statements

     Consolidated Statements of Operations for the Three Months
          Ended March 31, 1998 and 1997 (Unaudited)...........................4

     Consolidated Balance Sheets as of March 31, 1998 (Unaudited)
          and December 31, 1997...............................................5
     
     Consolidated Statements of Cash Flows for the Three Months
          Ended March 31, 1998 and 1997 (Unaudited)...........................6
    
     Notes to Consolidated Financial Statements (Unaudited)...................7
    
     Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations................................10

     Item 3.Quantitative and Qualitative Disclosures About Market Risk.......11
                                        
Part II - Other Information:.................................................12
                                        
Signatures:..................................................................13


Disclosure Regarding Forward-Looking Statements

    This quarterly report includes historical information as well as statements
regarding the future expectations (referred to as "forward-looking statements")
of Trigen Energy Corporation and its wholly owned subsidiaries (collectively
"Trigen").  Important factors that could cause actual results to differ
materially from those discussed in such forward-looking statements include:
supply/demand balance for Trigen's products, competitive pricing pressures,
weather patterns, changes in industry laws and regulations, competitive
technology positions and any failure to achieve Trigen's cost reduction targets
or complete construction projects on schedule.  Trigen believes in good faith
that the forward-looking statements in this quarterly report have a reasonable
basis, including without limitation, management's examination of historical
operating trends, data contained in the records of Trigen and other data
available from third parties, but there can be no guarantee that the
expectations described in these forward looking statements will be fulfilled or
accomplished.


<PAGE>

                                EXPLANATORY NOTE
                                        
As of January 1, 1998 the Company has changed its accounting policy for interim
reporting for certain operating costs from an average costing method to an
actual costing method.  This amended report consisting of revised Items 1 and 2
of Part I of the quarterly report on Form 10-Q reflects the effects of that
change in accounting policy.  Information not affected by that change in
accounting policy is repeated herein without amendment.  Information contained
in this amendment should be read in conjunction with the Company's Annual Report
on Form 10-K for the year ended December 31, 1998.  The Company believes that
the use of an actual costing methodology better reflects the results of its
operations and conforms internal and external reporting of such results. This
change affects interim quarterly reporting only and has no effect on an annual
basis for the years ended December 31, 1998 and 1997 or any prior years.

<PAGE>
<TABLE>
<CAPTION>
Part I -  Financial Information

Item 1.  Financial Statements



               TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Three Months Ended March 31, 1998 and 1997
                                Unaudited
                 (In thousands, except per share data)

<S>                                                       <C>       <C>
                                                          1998      1997
                                                          ----      ----
Revenues
  Thermal energy                                          $60,210   $66,324
  Electric energy                                          11,329    14,088
  Equity in earnings of non-consolidated partnerships         703       110
  Fees earned and other revenues                            2,670     2,999
                                                          -------   -------
     Total revenues                                        74,912    83,521
Operating expenses
  Fuel and consumables                                     31,439    41,263
  Production and operating costs                           13,298    12,044
  Depreciation                                              4,746     3,916
  General and administrative                                9,623     9,495
                                                          -------   -------
     Total operating expenses                              59,106    66,718

                                                          -------   -------

Operating income                                           15,806    16,803
Other income (expense)
  Interest expense                                         (5,741)   (4,478)
  Other income, net                                           286       422
                                                          -------   -------
Earnings before minority interests, income taxes and
  extraordinary item                                       10,351    12,747
Minority interests in earnings of subsidiaries                793       734
                                                          -------   -------
Earnings before income taxes and extraordinary item         9,558    12,013
Income taxes                                                4,110     4,926
                                                          -------   -------
Earnings before extraordinary item                          5,448     7,087
Extraordinary loss from extinguishment of debt,
  net of tax benefit                                         (299)        -
                                                          -------   -------
Net earnings                                              $ 5,149   $ 7,087
                                                          -------   -------
Basic earnings per common share
  Before extraordinary item                               $   .45   $   .59
  Extraordinary loss                                         (.03)        -
                                                          -------   -------
  Net earnings                                            $   .42   $   .59
                                                          -------   -------
Diluted earnings per common share
  Before extraordinary item                               $   .45   $   .59
  Extraordinary loss                                         (.03)        -
                                                          -------   -------
  Net earnings                                            $   .42   $   .59
                                                          -------   -------
Average shares outstanding - basic                         12,002    11,984
                                                          -------   -------
Average shares outstanding - diluted                       12,029    12,113
                                                           ------   -------

    See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
               TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                  (In thousands, except share data)
<S>                                               <C>            <C>            
                                                  March 31,      December 31,
                                                   1998          1997
                                                   -----         ----
                                                  (Unaudited)
Assets
Current assets
  Cash and cash equivalents                       $ 17,229       $  8,967
  Accounts receivable
     Trade (less allowance for doubtful accounts
       of $1,202 in 1998 and $1,074 in 1997)        34,156         34,866
     Other                                          10,357         10,815
                                                  --------       --------
     Total accounts receivable                      44,513         45,681
  Inventories                                        6,778          7,054
  Prepaid expenses and other current assets          7,868          7,985
                                                  --------       --------
     Total current assets                           76,388         69,687
Non-current cash and cash equivalents                4,698          4,726
Property, plant and equipment, net                 427,786        388,448
Investment in non-consolidated partnerships         20,230         19,560
Intangible assets, net                              42,842         21,454
Deferred costs and other assets, net                24,241         22,094
                                                  --------       --------
     Total assets                                 $596,185       $525,969
                                                  --------       --------

Liabilities and Stockholders' Equity
Current liabilities
  Short-term debt                                 $  6,700       $ 14,200
  Current portion of long-term debt                 15,059         14,499
  Accounts payable                                   6,390         10,053
  Accrued fuel                                      16,300         11,545
  Accrued expenses and other current liabilities    25,546         21,485
                                                  --------       --------
     Total current liabilities                      69,995         71,782
Long-term debt                                     315,749        256,361
Other liabilities                                    6,060          4,786
Deferred income taxes                               37,508         31,237
                                                  --------       --------
     Total liabilities                             429,312        364,166
Minority interests in subsidiaries                  16,465         16,321

Stockholders' equity
  Preferred stock-$.01 par value, authorized and
    unissued 15,000,000 shares                           -             -
  Common stock-$.01 par value, authorized 60,000,000
    shares, issued 12,393,959 shares in 1998 and
    12,070,162 shares in 1997                          124            121
  Additional paid-in capital                       120,580        114,157
  Retained earnings                                 36,599         31,881
  Unearned compensation - restricted stock          (5,756)             -
  Cumulative translation adjustment                    293            296
  Treasury stock, at cost, 72,279 shares in 1998 and
    45,500 shares in 1997                           (1,432)          (973)
                                                  --------       --------
     Total stockholders' equity                    150,408        145,482
                                                  --------       --------
     Total liabilities and stockholders' equity   $596,185       $525,969
                                                  --------       --------

   See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
              TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
            For the Three Months Ended March 31, 1998 and 1997
                               Unaudited
                            (In thousands)
<S>                                                      <C>          <C>
                                                         1998         1997
                                                         ----         ----
Cash flows from operating activities
  Net earnings                                           $ 5,149      $ 7,087
  Reconciliation of net earnings to cash provided
   by operating activities
    Extraordinary item                                       299            -
     Depreciation and amortization                         6,050        4,799
     Deferred income taxes                                  (497)        (651)
     Provision for doubtful accounts                         144          146
     Minority interests in subsidiaries                      793          734
     Changes in assets and liabilities
       Accounts receivable                                 3,429          932
       Inventories and other current assets                1,313        1,627
       Accounts payable and other current liabilities      3,167        3,202
       Noncurrent assets and liabilities                  (3,176)      (2,361)
                                                         -------      -------
       Net cash provided by operating activities          16,671       15,515
                                                         -------      -------

Cash flows from investing activities
  Acquisition of Power Sources, Inc.                     (44,100)           -
  Capital expenditures                                   (11,437)      (6,786)
                                                         -------      -------
       Net cash used in investing activities             (55,537)      (6,786)
                                                         -------      -------
Cash flows from financing activities
  Short-term debt, net                                    (7,500)      (1,300)
  Proceeds of long-term debt                              73,350        1,601
  Payments of long-term debt                             (17,692)      (2,959)
  Dividends paid                                            (431)        (420)
  Issuance of common stock, net                               23          930
  Distribution to minority interests                        (650)        (401)
                                                         -------      -------
       Net cash provided by (used in) financing
         activities                                       47,100       (2,549)
                                                         -------      -------

Cash and cash equivalents
  Increase                                                 8,234        6,180
  At beginning of period                                  13,693       25,276
                                                         -------      -------
  At end of period                                       $21,927      $31,456
                                                         -------      -------

  Current                                                $17,229      $19,321
  Non current                                              4,698       12,135
                                                         -------      -------
  At end of period                                       $21,927      $31,456
                                                         -------      -------

Supplemental disclosure of cash flow information
  Cash paid during the period for
       Interest                                          $ 5,261      $ 4,078
                                                         -------      -------
       Income taxes                                          870          661
                                                         -------      -------
          See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
                 TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)

1.   Basis of Presentation

     Trigen Energy Corporation (the "Company"), develops, owns  and operates
commercial and industrial energy systems in the United States and Canada.  The
Company uses its expertise in thermal engineering and proprietary cogeneration
processes to convert fuel to various forms of thermal energy and electricity.
The Company combines heat and power generation, producing electricity as a by
product, for use in its facilities and for sale to customers.

     The consolidated financial statements of Trigen Energy Corporation and
its subsidiaries presented herein are unaudited.  However, such information
reflects all adjustments, consisting of normal recurring adjustments, which are,
in the opinion of management, necessary to present fairly the financial position
as of March 31, 1998, and the results of operations and the cash flows for the
three months ended March 31, 1998 and 1997.  The results of operations and cash
flows for the three month period ended March 31, 1998 are not indicative of
those to be expected for the year ending December 31, 1998.  These financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto for the year ended December 31, 1997 included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
Certain reclassifications have been made to the 1997 financial statements to
conform  to the 1998 presentation.

2.   Change in Accounting Policy

      As of January 1, 1998, the Company has changed its accounting policy
for interim reporting for certain operating costs from an average costing method
to an actual costing method.  The Company believes that use of an actual
costing methodology better reflects the results of its operations and conforms
internal and external reporting of such results. This change affects interim
quarterly reporting only and has no effect on an annual basis for the years
ended December 31, 1998 and 1997 or on any prior years.  The accompanying
financial statements reflect the use of the actual costing method for all
periods presented.

3.   Extraordinary Item

      The Company incurred an extraordinary charge of $299,000, net of a tax
benefit of $161,000, in the three months ended March 31, 1998 in connection with
the early retirement of debt.

4.   Acquisition

     On January 22, 1998, the Company acquired all of the capital stock of Power
Sources, Inc. (renamed Trigen-BioPower, Inc.), a biomass-to-energy power plant
developer and operator, for a total cash investment of $44,100,000, funded from
the Company's existing credit facility.  Trigen-BioPower had revenues of
$18,967,000 and net earnings of $2,441,000 for the twelve-month period ended
December 31, 1997.  Results for Trigen-Bio-Power are included with those of the
Company since the date of acquisition.

<PAGE>
              TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (Unaudited)

   The acquisition was accounted for under the purchase method of accounting.
The purchase price has been allocated to the assets acquired and liabilities
assumed based on fair market value at the date of acquisition.  The excess of
the purchase price over the net assets acquired was $10,398,000 and is being
amortized over a period not exceeding 30 years.  The fair value of the assets
acquired and liabilities assumed is as follows (in thousands):

     Current assets                                          $ 3,325
     Property, plant and equipment                            32,265
     Intangibles                                              11,687
     Costs in excess of net assets acquired                   10,398
     Current liabilities                                      (2,147)
     Long-term debt                                           (4,290)
     Other liabilities                                        (7,138)
                                                             -------
     Total purchase price                                    $44,100
                                                             -------
      The following pro forma summary presents the consolidated results of
operations for the three months ended March 31, 1998 and 1997 as if the
acquisition had occurred at the beginning of the years presented (in thousands,
except per share data):

                                                   Three Months Ended
                                                        March 31,
                                                     ---------------
                                                     1998     1997
                                                     ----     ----
     Revenues                                        $76,049  $88,439
     Earnings before extraordinary item                5,518    7,382
     Diluted earnings per common share --
       before extraordinary item                         .45      .62

     The pro forma results included certain adjustments for depreciation expense
as a result of a step up in the basis of property, plant and equipment and an
increase in the remaining lives, amortization expense as a result of goodwill
and other intangible assets and interest expense on borrowings to finance the
acquisition.  The pro forma results do not purport to be indicative of the
results of operations which actually would have resulted had the acquisition
been made at the beginning of the years presented, or of results which may occur
in the future.

5.   Legal Proceeding

     On April 9, 1998, Grays Ferry Cogeneration Partnership, Trigen-Schuylkill
Cogeneration, Inc., NRGG (Schuylkill) Cogeneration Inc. and Trigen-Philadelphia
Energy Corporation commenced an action against PECO Energy Company ("PECO")  and
Adwin (Schuylkill) Cogeneration, Inc. in the Pennsylvania Court of Common Pleas
of Philadelphia County (the "Court"). Grays Ferry Cogeneration Partnership (the
"Partnership") is the owner of the Grays Ferry Cogeneration Facility located in
Philadelphia, Pennsylvania. At March 31, 1998, the Company had an investment of
approximately $13 million in the Partnership, representing a one third interest
in the Partnership through its wholly owned subsidiary, Trigen-Schuylkill
Cogeneration, Inc. NRGG (Schuylkill) Cogeneration Inc. and Adwin (Schuylkill)
Cogeneration, Inc. own the other two thirds interests in the Partnership. Adwin
(Schuylkill) Cogeneration, Inc. is an indirect wholly owned subsidiary of PECO.

   The Partnership commenced this action in reaction to the wrongful termination
by PECO on March 3, 1998, of the electric power purchase agreement between the
Partnership and PECO (the "Power Purchase Agreement").  The Partnership is
seeking a declaratory judgement to require PECO to comply with the electric
power purchase agreement and for damages to be proven at trial in an amount in
excess of $200 million.

<PAGE>
              TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)

   Trigen-Philadelphia Energy Corporation ("Trigen-Philadelphia") which operates
a district  steam heating system, purchases steam produced at the Grays Ferry
Cogeneration Facility.  Trigen-Philadelphia claims that PECO's wrongful
termination of its electric power purchase agreement with the Grays Ferry
Partnership constitutes tortious interference with Trigen-Philadelphia's
agreement to supply steam service to the University of Pennsylvania, its largest
customer.

   On May 6, 1998, the Court issued a preliminary injunction against PECO which
requires PECO to pay the Partnership for its electric energy and capacity at the
rates set forth in the Power Purchase Agreement and otherwise to specifically
perform the Power Purchase Agreement.  On May 8, 1998, PECO filed an appeal of
the preliminary injunction against PECO together with a request for a stay of
the Court's order.  Subject to the outcome of PECO's appeal and request for a
stay, the preliminary injunction will remain in effect pending a final hearing
on the matter.

   Previously, on March 19, 1998, the United States District Court for the
Eastern District of Pennsylvania dismissed a similar action commenced by the
Partnership before reaching the merits, determining that it did not have the
required subject matter jurisdiction to hear the case.  On March 17, 1998 and
April 10, 1998, The Chase Manhattan Bank issued notices of  default to the
Partnership under the terms of the Credit Agreement, dated as of March 1, 1996,
between the Partnership, The Chase Manhattan Bank, as agent and certain other
commercial banks (collectively the "Banks").

   The debt under the Credit Agreement is secured only by the Partnership assets
and the partners' ownership interests in the Partnership. While it is possible
that the Company's investment could become impaired, at this time the  Company
does not believe that is likely. The Company believes that PECO's termination of
the Power Purchase Agreement was wrongful and the Company intends to
aggressively pursue the remedies available to it. The Banks have not accelerated
the debt and, on March 18, 1998, The Chase Manhattan Bank commenced  its own
lawsuit against PECO based upon PECO's wrongful termination of the  Power
Purchase Agreement.

   In the event the Company is not successful and PECO's actions are upheld,
PECO would be required under PURPA to continue to purchase power from the Grays
Ferry Cogeneration Facility at PECO's avoided cost. This would generate
significantly lower earnings per share for the Company than the 1998 annual
earnings per share of $.40 to $.52 that the Company previously forecast it would
earn from its investment in the Partnership, based on the contracted power
purchase price.

6.   Comprehensive Income

   Effective January 1, 1998, the Company  adopted  Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income".  This statement
requires disclosure of all items recognized under accounting standards as
components of comprehensive income.  Following are the Company's components of
comprehensive income for the three months ended March 31, 1998 and 1997 (in
thousands).
                                          1998      1997
                                          ----      ----
  Net earnings                            $5,149    $7,087
  Other comprehensive income
  Cumulative translation adjustment           (3)       39
                                          ------    ------
  Comprehensive income                    $5,146    $7,126
                                          ------    ------

<PAGE>
Item 2.Management's Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations

Three Months ended March 31, 1998 compared with Three Months ended  March
31, 1997.


Overview
--------

   For the quarter ended March 31, 1998, the Company reported earnings before
extraordinary item of $5.4 million or $.45 per diluted share. This compared with
$7.1 million and $.59 of diluted earnings per share in the first quarter of
1997. Revenues were $74.9 million in the first quarter compared with  $83.5
million last year.  Operating income was $15.8 million and the operating  margin
was 21.1% in the first quarter of 1998 compared with operating income of  $16.8
million and an operating margin of 20.1% in the like quarter last year.
Operating results for 1998 include those of the newly acquired Trigen-BioPower
from January 22, 1998, the date of acquisition.  Trigen-BioPower contributed
$3.7 million in revenues and $.02 in diluted earnings per share to first quarter
operating results.  A significant portion of the Company's revenues and  profits
are subject to seasonal fluctuation due to peak heating demand in the winter and
peak cooling demand in the summer.

Revenues

     Revenues of $74.9 million were down $8.6 million or 10% from the first
quarter of 1997, principally as a result of the mild winter weather,
particularly in the Northeast.  Thermal energy sales were down $6.1 million to
$60.2 million and electric energy sales declined by  $2.8 million to $11.3
million.  Energy systems in Baltimore, Boston, Philadelphia and St. Louis were
particularly affected by the mild winter weather.  The decline in electric
energy revenue was due to the trigeneration plant in Nassau County, New York
being taken off line by the local utility, as permitted under the contract,  for
a longer  period of time in 1998 than in 1997.  Offsetting in part the  revenue
decline were $3.7 million of revenues from Trigen-Bio-Power and $1.0 million of
equity in the earnings of the Grays Ferry Cogeneration Partnership.

Operating Expenses

     Fuel and consumables' costs were $31.4 million in the first quarter of 1998
compared with $41.3 million in 1997.  This decrease was due to the lower level
of energy revenues, lower fuel prices and savings realized from the purchase of
a fuel management contract in 1997.

      Production and operating costs increased 10% to $13.3 million in the first
quarter due to the inclusion of production and operating costs for Trigen-
BioPower.

      Depreciation expense was $4.7 million compared with $3.9 million in 1997.
The increase reflects the higher level of capital expenditures.

     General and administrative expenses increased slightly to $9.6 million; and
as a percent of revenues increased to 12.8% from 11.4% in 1997. The increase
reflects the acquired Trigen-BioPower's general and administrative expense.

Interest Expense, Net

      Interest expense increased $1.3 million to $5.7  million  in the first
quarter due primarily to the $44.1 million of borrowings under the Company's
credit facility to finance the Trigen-BioPower acquisition.

<PAGE>

Income Taxes

        The  Company's effective tax rate is determined primarily by the
federal statutory rate of 35%, and state and local income taxes.  The effective
income tax rate for the first quarter of 1998 and 1997 was 43.0% and 41.0%,
respectively.

Extraordinary Item

      The Company incurred an extraordinary charge of $.3 million, net of a $.2
million income tax benefit, in the first quarter of 1998 in connection with the
early retirement of debt.

Liquidity and Financial Position

     Cash and cash equivalents were $21.9 million at March 31, 1998, an increase
of $8.2  million from year end 1997.  Working capital was $6.4 million compared
with a negative $2.1 million at December 31, 1997. At March  31, 1998,
receivables were down 3% to $44.5 million and inventories decreased 4% to $6.8
million  from the balances at the end of 1997.  Accounts payable were down $3.7
million to $6.4  million, accrued fuels increased by $4.8  million to $16.3
million and accrued expenses and other current liabilities were up $4.1 million
to $25.5 million at March 31, 1998.  The Company's working capital requirements
vary in line with the peak heating demand in the winter and peak cooling demand
in the summer.

      During the first three months of 1998, the Company generated $16.7 million
of cash from operating activities compared with $15.5 million in the like period
last year.  The improvement in cash generated from operations in 1998 was due to
lower working capital requirements and to the higher level of  non-cash
depreciation and amortization charges.  During the first three months  of 1998,
the Company acquired Trigen-BioPower for $44.1 million, invested $11.4  million
in capital expenditures and paid dividends of $.4 million to shareholders and
$.7 million to minority interests.  These expenditures were financed by the cash
generated from operating activities and by $48.1 million of new borrowings.

      Total debt was $337.5 million at March 31, 1998 compared with
$285.1 million at the end of 1997.  The $52.4 million increase in debt includes
$4.3 million of Trigen-BioPower debt assumed in the acquisition. The remaining
increase was primarily to finance the acquisition of Trigen-BioPower. In
February 1998, $14.4 million of Trigen-Nassau bonds, with a fixed tax-exempt
rate of 7.75%, were refinanced by a new issue of variable rate demand tax-exempt
bonds.  This refinancing resulted in an extraordinary charge of $.3 million, net
of a $.2 million income tax benefit.

      During the first three months of 1998, stockholders' equity increased $4.9
million to $150.4 million at March 31, 1998.  This increase reflects $5.1
million of net earnings and $.2 million of amortization of unearned compensation
related to restricted shares, offset by $.4 million of dividend payments to
shareholders.

     Reference is made to Note 4 of the Notes to Consolidated Financial
Statements with respect to legal proceedings involving the Company.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

     Not Applicable.

<PAGE>
Part II - Other Information

Item 6.   Exhibits

       (a)    The following exhibits are filed as part of this amendment:

              18   Letter re change in accounting policy

              27   Financial Data Schedule

<PAGE>
                                        
                                   SIGNATURES
                                        
     Pursuant to the requirements 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.

                                        TRIGEN ENERGY CORPORATION
                                   /s/  Martin S. Stone
                                   --------------------------------------
                                        Martin S. Stone
                                        Vice President Finance &
                                        Chief Financial Officer
                                        
                                        
                                   /s/  Daniel J. Samela
                                   --------------------------------------
                                        Daniel J. Samela
                                        Controller



Date:     March 29, 1999