EXHIBIT 10.35

                CONFIDENTIALITY, NON-COMPETE AND
                       SEVERANCE AGREEMENT

     THIS AGREEMENT is made on May 21, 1999 between Martin S.
Stone (the "Key Employee") and Trigen Energy Corporation (the "Company").

     WHEREAS, the Company has retained the Key Employee to serve
as its Vice President Finance and Chief Financial Officer, upon mutually agreed
terms; and

     WHEREAS, the Company and the Key Employee agree that
certain benefits should accrue to the Key Employee and
reasonable restrictions be imposed on the Key Employee in
connection with Key Employee's employment by the Company.

     WHEREAS,  in consideration of the severance provisions  and
other covenants agreed to by the Company in this Agreement,  the
Key  Employee  is willing to surrender his rights  to  severance
payments on termination of his employment described on page 2 of
the letter dated July 27, 1998, a true and correct copy of which
is  attached  hereto as Exhibit A, under the heading  "Severance
Provision" and to comply with the provisions of this Agreement.

     NOW THEREFORE, in consideration of the mutual promises of
the parties herein, the Key Employee and the Company agree to
the following provisions in connection with the employment of
the Key Employee by the Company:

     1.    Severance Benefts.  Except as provided in  Section  2
and  3  below,  the  Key  Employee  will  be  eligible  for  the
applicable severance benefits set forth in this Agreement if the
Key  Employee is permanently terminated by the Company  for  any
reason  other than for cause.  If the Key Employee is terminated
for  cause, the Key Employee agrees that he will be entitled  to
payment  of  his  accrued  and unused vacation  only.   For  the
purposes   of  this  Agreement  "for  cause"  shall   mean   any
termination of employment based upon:

(a)  any material breach of Sections 7 or 8 of this Agreement;
     or

(b)  any conviction of any felony or misdemeanor involving moral
     turpitude or conviction of any other crime which the  Board
     of Directors reasonably deems to involve fraud; or

(c)  any act or omission which the Board of Directors reasonably
     deems to constitute gross negligence or misconduct inimical
     to  the best interests of the Company in the performance of
     the Key Employee's obligations, duties and responsibilities
     as an officer and employee of the Company.

Discharge for cause will be effective immediately upon the Key
Employee's receipt of
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written notice of termination of employment or such later date
as may be specified in that notice; provided that, the notice
shall contain the specific reasons and the specific event or
events upon which the discharge is predicated.

     2.   In the event of the death of the Key Employee during
the term of his employment by the Company, such employment shall
be deemed to terminate on the date of the Key Employee's death
and no severance benefits set forth in this Agreement shall
accrue and be owing by the Company to the estate or heirs or
representatives of said Key Employee, other than payment for
accrued but unused vacation time.

     3.    Upon a voluntary termination of employment by the Key
Employee,  no severance benefits as set forth in this  Agreement
shall be due to the Key Employee, other than payment for accrued
but  unused  vacation time.  The employment of the Key  Employee
shall   be  deemed  to  terminate  upon  the  written  or   oral
resignation by the Key Employee.

     4.   Except for a termination "for cause", or pursuant to
Sections 2 or 3, above, the Company shall give the Key Employee
not less than ninety (90) days written notice of any
termination of his employment by the Company.  Thereafter, in
the case of any termination of his employment, other than a
termination by the Company "for cause" or pursuant to Sections 2
or 3, in addition, the Company shall pay to the Key Employee a
lump surn severance benefit equal to twelve (12) months of his
then current annual base salary and any full and/or prorated
bonus payments due and owed to the Key Employee.  If prior to
the termination of the Key Employee, the Compensation Committee
of the Board of Directors of the Company provides for a
"retirement" program for its employees then the Key Employee
will be bound by that program and will be offered the same
benefits defined by that program for other similarly situated
Vice Presidents subject to the eligibility criteria of the
program.

     In  the  event that Key Employee's employment is terminated
within  a one (1) year period immediately following a Change  in
Control  (as  defined  below), for any reason  other  than  "for
cause",  death or pursuant to a voluntary termination,  then  in
addition  to  the foregoing ninety day notice and  twelve  month
payment  the Company shall pay to the Key Employee an additional
year  of the Key Employee's then current annual base salary,  or
such   greater  severance  benefit  as  may  be  then  generally
applicable to Corporate Vice Presidents.

     For  the  purposes of this Agreement, a "Change in Control"
shall  be  deemed  to  have taken place if  after  the  date  of
execution of this Agreement (i) any person, including a  "group"
as  described in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, (other than Suez Lyonnaise Des Eaux and its
affiliates)  becomes  the  owner  or  beneficial  owner  of  the
Company's  common  stock, having 40% or  more  of  the  combined
voting power of the then outstanding common stock of the Company
that  may  be cast for the election of directors of the  Company
(other  than as a result of an issuance of securities  initiated
by  the Company), or (ii) the persons who were directors of  the
Company before the date of execution of this Agreement

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shall  cease to constitute a majority of the Board of  Directors
of  the  Company, or any successor to the Company, as the direct
or indirect result of, or in connection with, any cash tender or
exchange  offer, merger or other business combination,  sale  of
assets  or  contested  election,  or  any  combination  of   the
foregoing transactions.

  5. Notwithstanding any of the foregoing, the Key Employee will
be required to sign a release agreement, in the form and
substance as usual and customary for other Company employees,
waiving all claims against the Company in order to receive any
of the post termination benefits or other payments described in
this Agreement.  The Key Employee agrees that if he refuses to
sign such a payments owed release, the Company may reduce in
whole or in part the post termination benefits and/or other
payments owed to the Key Employee.

          6.   Except for a termination "for cause", or pursuant
to Sections 2 or 3, above, the following employee benefits, or such
greater employee benefits as may be then generally offered to Corporate
Vice Presidents following termination, will be provided during the twelve
(12) month period immediately following the date of termination:

(a)  Individual executive level outplacement service, internally
     or externally as required; and

(b)  The  Company  will,  at  its option,  either  pay  the  Key
     Employee's  health  care  continuation  coverage  ("COBRA")
     premiums, or require the Key Employee to pay such  premiums
     but  pay  to  the  Key  Employee an  additional  amount  or
     severance  pay equal to said premiums, if the Key  Employee
     elects such coverage.

     7.     Non-Competition.   During  the  period  of  the  Key
Employee's employment by the Company and for one year after  any
termination  thereof  (the "Non-Competition  Period"),  the  Key
Employee  will  not  without  prior written  permission  engage,
directly  or  indirectly,  including  without  limitation  as  a
director, officer, employee, member, advisor, agent, or  in  any
other  capacity,  or become an owner in whole or  part,  of  any
person,  partnership,  corporation or other  entity  engaged  in
district  heating or cooling, cogeneration relating to  district
heating and cooling, providing building management services with
respect  to heating, ventilating or air conditioning,  or  other
principal  business  activities of the Company  or  any  of  its
subsidiaries in territories in which, at the time of termination
of   the   Key  Employee's  employment,  the  Company   or   its
subsidiaries   have   or   are   developing   operations    (the
"Territories").  Ownership by the Key Employee of less  than  5%
of  the  outstanding securities or voting interest of  any  such
competing  corporation shall not constitute  a  breach  of  this
Agreement.

            8. Secret or Confidential Information.  At no time
will the Key Employee disclose to anyone, other than the Company or
persons designated by the Company, or use for the Key
Employee's own benefit, any trade secrets or other confidential
information, or any inventions, discoveries, improvements, tools,
machines, compounds, formulae, methods  or  products,  whether or
not patented  or  patentable, which  are directly or indirectly
useful in or relating  to  any aspect  of  the business of the Company
or any of its affiliates as conducted from time to

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time,  as to which the Key Employee at any time during the  term
of  his  employment shall become informed, which  shall  not  be
generally  known  to  the  public  or  recognized  as   standard
practice.   This  Section  shall not be violated  by  disclosure
required,  in  the reasonable judgment of the  Key  Employee  by
governmental  authorities,  provided  that  (i)  to  the  extent
permitted  by law, notice of the requirement for such disclosure
is  given  to  the  Board  of  Directors  prior  to  making  any
disclosure,  and  (ii)  the Key Employee  requests  confidential
treatment  in  connection  with such disclosure.   This  Section
shall  not be violated by any disclosure of such information  by
the Key Employee required in the proper course of his duties  as
Chief   Financial  Officer  in  good  faith,  including  without
limitation   during  discussions  with  analysts,  stockholders,
investors   and   underwriters  conducted  in  accordance   with
applicable laws and regulations.

     9.     Injunctive  Relief,  Survival.  The  parties  hereto
acknowledge  that the covenants contained herein are  reasonable
and  necessary for the protection and commercial success of  the
Company,  and  that the Company will be damaged  irrevocably  if
such covenants are not specifically enforced.  Accordingly,  the
parties agree that the Company shall be entitled, in addition to
any other rights and remedies available at law or in equity,  to
injunctive  relief  for  the  purpose  of  restraining  the  Key
Employee from directly or indirectly doing or continuing  to  do
any  acts  in violation of the covenants contained herein.   The
parties hereto agree that any judicial authority construing this
Agreement  shall  be  empowered to  sever  any  portion  of  the
Territories, any prohibited activity, or any portion of the Non-
Competition  Period from the coverage of this Agreement  and  to
apply  the provisions of this Agreement to the remaining portion
of  the  Territories, prohibited activities and  Non-Competition
Period not so severed by such judicial authority.

     10.   Notices.   All  communications under  this  Agreement
shall  be  in  writing and shall be deemed given  when  sent  by
overnight  delivery  service  or  delivered  by  mail  and,   if
delivered  by  mail, shall be mailed by registered or  certified
first class mail, postage prepaid, and addressed as follows  (or
to  such  other  address as may be specified in writing  by  one
party to the other):

     if to the Key Employee:

               Martin S. Stone
               11 Holmes Avenue
               Hartsdale, NY 10530

     if to the Company:

               Trigen Energy Corporation
               1 Water Street
               White Plains, New York 10601
               Attention:     Richard E. Kessel
                              Executive Vice President & Chief
                              Operating Officer
               Facsimile No.: (914) 286-6600

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     11.    Governing Law.  This Agreement shall be governed by,
and  construed in accordance with, the laws of the State of  New
York applicable to contracts executed in and to be performed  in
that State, regardless of laws that might otherwise govern under
applicable principles of conflicts of laws thereof

     12.  Letter Agreement Dated July 27, 1998.  The Company and the
          Key Employee
Agree to amend the terms of the letter dated July 27, 1998 to
delete the second sentence of the first paragraph on page 1 of
the letter and to delete the paragraph under the heading
"Severance Provision" which begins at the bottom of page 2 and continues on
to  page  3 of the letter dated July 27, 1998.  Without limiting
the  obligations agreed to by the Company and the  Key  Employee
under  this  Agreement, the Key Employee and the  Company  agree
that effective upon the execution of this Agreement, the Company
will  employ the Key Employee for a term which may be terminated
at  any  time at will by either the Company or the Key Employee.
All  of the other terms of the letter dated July 27, 1998  shall
remain  in  full force and effect, including the first  and  the
third  sentences of the first paragraph on page 1 of the  letter
and  the benefits described in the paragraphs set forth on pages
1  and  2  of the letter beginning with the paragraph under  the
heading  "Annual Incentive Management (AIM) Program" and  ending
with the paragraph under the heading "Vacation."

     IN WITNESS WHEREOF, the Key Employee has executed this
Agreement and the
Company has caused this Agreement to be executed by its duly
authorized officer as of the day and year first above written.

                              TRIGEN ENERGY CORPORATION



                                   /s/  Richard E. Kessel
                              By: ------------------------------
                                   Richard E. Kessel
                                   Executive Vice President &
                                   Chief Operating Officer



                                         /s/  Martin S. Stone
                              ----------------------------------
                                          Martin S. Stone

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                                        EXHIBIT A

Trigen Energy Corporation
One Water Street,
White Plains, New York 10601
(914) 286-6600
Fax (914) 948-9157/9190


July 27, 1998


Mr. Martin Stone
11 Holmes Avenue
Hartsdale, NY 10530

Dear Martin:

I am pleased to confirm our employment offer to you for the
position of Vice President and Chief Financial Officer for
Trigen Energy Corporation at an annualized salary of $200,000.
Your first day of employment will be Tuesday, July 28th, and the
terms of your employment under this agreement shall be for
twelve months commencing on July 28, 1998.  In addition to your
base salary, you will be eligible to participate in the Trigen
Executive Compensation Program.

The Trigen Executive Compensation Program includes the
following:

  - Annual Incentive Management (AIM) Program - You will be
  eligible for a target incentive of 30% of your annualized
  salary (prorated for 1998).  The actual awards granted under
  this plan are a function of the company's financial results
  and the attainment of individual objectives, and are
  distributed after year-end.

   - Long-term Equity Accumulation Program (LEAP) - Under LEAP
   you will be given a grant of 5,500 Incentive Stock Options
   (ISOs) and 9,750 Restricted Shares of Trigen stock.  The ISO
   grant is effective on your first day of employment with an
   exercise price equaling the market's closing price on that
   day.  These options vest over pro rata over the first five
   years of the grant and your have ten years from the date of
   the grant to exercise them.

The Restricted Share grant will be effective on October 1, 1998.
The restrictions on the shares will lapse on the earlier of
Trigen attaining $2.08 earnings per share or December 31, 2005.
There is a stock ownership provision included in this plan.
Both the ISO grant and the Restricted Share grant require that
you be an employee on the date of exercise or lapse of
restrictions, unless otherwise noted in the plan agreements
documents.  A full description of LEAP explaining the features
of this program is attached.


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  - Benefits-Effective on the 1st of the month following your
employment date, our benefit package includes medical, dental,
prescription drug, vision, life insurance (up to two times
salary($300,000 Maximum)), accidental death and dismemberment
insurance, and short and long term disability.  An Employee
Handbook detailing these benefits is enclosed.

  - Automobile Program - Commencing with your first day of
employment, you will receive a supplemental stipend of $13,200,
payable bi-weekly, to compensate you for a car and automobile
insurance coverage.

  - Omnibus Deferral Program - This plan, which has three
components, allows you to defer receipt of base salary and
incentive payments, defer receipt of Trigen stock following the
exercise of your stock options and restricted shares, and also
provides a deferred account for future receipt of ERISA excess
benefits.

  - Employee Stock Purchase Plan-You may contribute up to 10% of
your total compensation to be used to purchase Trigen stock at a
15% discount from the lower of the market's closing price at the
start or end of the plan's cycle.  The plan runs a six-month
period, and you will be eligible for the next cycle commencing
October 1st.

   -    401(k) Plan - The plan provides you to invest up to 15% of
your compensation, subject to ERISA limits, on a before-tax basis
through payroll deductions.  Trigen makes a matching contribution on
all your contributions based on a sliding scale formula of 100% of your
first $500 of contributions, 50% on your next $500, and 6% thereafter.

  - Profit Sharing Plan - As part of the 40l(k) Plan, the
company may make a profit sharing contribution to your account.
These contributions will be determined at each year-end at the
company's sole discretion.  The profit sharing contribution is
made in the form of Trigen stock.

  - Vacation - Corporate officers are eligible for four weeks of
vacation.

  - Severance Provision - If at any time during this term you
are terminated "without cause," you will receive all of the
compensation herein agreed to from the date of termination
through the balance of the above stated term.  In this context
"cause" shall mean: (i) unauthorized use or disclosure to third
parties of confidential information of the company, including
financial information, marketing information, personnel
information, customer information, project development
information or information obtained from third parties
concerning which the company is bound by a written
confidentiality agreement (disclosure legally required to be
made to government authorities, disclosures of matters already
known to the general public, disclosure of information already
in your possession on a non-confidential basis are excluded from
this obligation.); (ii) conviction of any crime which the Board
of Directors reasonably deems to involve fraud or other
misdemeanor or felony involving moral turpitude, or (iii) any
act or omission which the Board of Directors reasonably deems to
constitute gross negligence or misconduct inimical to the best
interests of the company in the performance of your obligations,
duties and responsibilities hereunder.

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Both Rich and I are confident you will contribute quickly to
Trigen's culture and values of collegial and open communications
while encouraging creative ideas, commitment and passion for our
work.  I look forward to working with you in meeting our
challenge in successfully attaining Trigen's mission.

This offer is contingent upon the approval of Trigen's
Compensation Committee concerning the provisions of this offer
and the Board's approval for becoming a corporate officer.

I trust this meets with your approval and please acknowledge
your acceptance of this offer by signing where indicated below
and returning a copy to me at your earliest convenience.  The
second copy is for your records.



Sincerely,

/s/  Thomas R. Casten

Thomas R. Casten
President and Chief Executive Officer

TRC
Attachments



                              Accepted By:  /s/  Martin S. Stone
7-27-98                                 ------------------------
                                            Martin Stone
Date





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