SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                       -----------------------
                                 FORM 10-Q

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

        For the quarterly period ended September 30, 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 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
 (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  12,038,222 shares of the Registrant's Common Stock outstanding
as of November 10, 1997.


<PAGE>
           TRIGEN ENERGY CORPORATION AND SUBSIDIARIES

                       INDEX TO FORM 10-Q

                Quarter Ended September 30, 1997


Part I - Financial Information:                                         Page

     Item 1.   Financial Statements

     Consolidated Statements of Operations for the Three and Nine Months 
          Ended September 30, 1997 and 1996 (Unaudited)                    2

     Consolidated Balance Sheets as of September 30, 1997 (Unaudited) and
          December 31, 1996                                                3
     Consolidated Statements of Cash Flows for the Nine Months
          Ended September 30, 1997 and 1996 (Unaudited)                    4

     Notes to Consolidated Financial Statements (Unaudited)                5

     Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                              6

Part II - Other Information                                                9

Signature                                                                 10


<PAGE>

Part I -    Financial Information
Item 1.     Financial Statements
            --------------------

<TABLE>
<CAPTION>
           TRIGEN ENERGY CORPORATION AND SUBSIDIARIES 
            CONSOLIDATED STATEMENTS OF OPERATIONS
  For the Three and Nine Months Ended September 30, 1997 and 1996
                          Unaudited
                 (In thousands, except per share data)

                                       Three Months         Nine Months
                                      --------------       -----------
                                      1997     1996        1997  1996
<S>                                   <C>       <C>        <C>       <C>
Revenues
  Thermal Energy                      $28,753   $29,091    $129,206  $135,747
  Electric energy                      10,247    10,083      35,809    32,460
  Fees earned and other                 4,024     2,472       9,637     8,343
                                      -------   -------    --------   -------  
  Total revenues                       43,024    41,646     174,652   176,550
                                      -------   -------    --------   -------
Operating expenses
  Fuel and consumables                 15,022    15,045      81,499    83,265
  Production and operating costs        9,767     9,882      34,840    31,758
  Depreciation                          3,353    (3,483)     11,643     3,867
  General and administrative            8,363     7,440      25,400    23,433
                                      -------   -------    --------  --------
  Total operating expenses             36,505    28,884     153,382   142,323
                                      -------   -------    --------  --------
Operating income                        6,519    12,762      21,270    34,227

Interest expense, net                   4,614     4,338      12,875    12,968
                                      -------   -------    --------  --------
Income before minority interests,
  income taxes and extraordinary item   1,905     8,424       8,395    21,259
Minority interests in earnings of 
   subsidiaries                         1,316       588       2,845     2,089
                                      -------   -------    --------  --------
Income before income taxes & 
   extraordinary item                     589     7,836       5,550    19,170

Income taxes                              241     3,079       2,275     7,734
                                      -------   -------    --------  --------
Income before extraordinary item          348     4,757       3,275    11,436

Extraordinary loss from early 
   extinguishment of debt, net of 
   income tax benefit                      --    (1,943)         --   (1,943)
                                      -------   --------   --------  --------
Net income                            $   348    $2,814     $ 3,275  $  9,493
                                      -------   --------   --------  --------
Net income per share
  Before extraordinary loss           $   .03    $   41     $   .27  $  1.00
  Extraordinary loss                       --      (.17)         --     (.17)
                                      -------   --------  ---------  --------
  Net income                          $   .03    $  .24     $   .27  $   .83
                                      -------  ---------  ---------  --------
Average shares outstanding             12,113    11,510      12,127    11,495
                                      -------  ---------  ---------  --------
Dividends per share                   $  .035    $ .035     $  .105  $   .105
                                      -------  ---------  ---------  -------- 
           See accompanying notes to consolidated financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
            TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS
               (In thousands, except share data)

                                          September  30,         December 31,
                                                1997                  1996
                                          --------------         ------------
                                           (Unaudited)
<S>                                       <C>                    <C>
Assets
Current assets
  Cash and cash equivalents               $ 16,074               $ 14,598
  Accounts receivable
     Trade (less allowance for doubtful 
        accounts of $1,238 in 1997 and 
        $1,128 in 1996)                     20,062                 35,436
     Other                                   5,603                  3,479
                                          --------               --------
     Total accounts receivable              25,665                 38,915
  Inventories                                6,591                  6,900
  Other current assets                       8,212                  7,346
                                          --------               --------
     Total current assets                   56,542                 67,759
Non-current cash and cash equivalents        4,742                 10,678
Property, plant and equipment, net         381,540                374,549
Investment in non-consolidated 
   partnerships                             13,166                  8,781
Intangible assets                           22,245                 14,390
Other assets                                22,528                 18,279
                                          --------               --------
     Total assets                         $500,763               $494,436
                                          --------               --------
Liabilities and Stockholders' Equity
Current liabilities
  Short-term debt                         $  6,600                $18,500
  Current portion of long-term debt         18,181                 13,499
  Accounts payable                           4,195                  7,800
  Accrued fuel                               8,714                 14,394
  Accrued expenses and other current 
     liabilities                            16,006                 18,236
                                           -------              ---------
     Total current liabilities              53,696                 72,429
Long-term debt                             249,213                226,487
Other liabilities                            7,323                  7,755
Deferred income taxes                       29,853                 29,597
                                          --------               --------
     Total liabilities                     340,085                336,268

Minority interests in subsidiaries          16,069                 16,768

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 12,053,672
    shares in 1997 and 12,010,597 shares 
    in 1996                                    121                    120
  Additional paid-in capital               113,887                112,836
  Retained earnings                         30,551                 28,538
  Cumulative translation adjustment            899                    866
  Treasury stock at cost, 40,985 shares 
     in 1997 and 46,140 shares in 1996        (849)                  (960)
                                           --------              --------
     Total stockholders' equity            144,609                141,400
                                           --------              --------
     Total liabilities and stockholders'
       equity                             $500,763               $494,436
                                          --------               --------

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

<PAGE>
<TABLE>
<CAPTION>
                   TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Nine Months Ended September 30, 1997 and 1996 Unaudited (In
                                 thousands)
<S>                                                <C>          <C>
                                                    1997         1996
                                                    ----         ----
Cash flows from operating activities
   Net income                                      $ 3,275       $9,493
   Reconciliation of net income to cash
        provided by operating activities
     Depreciation and amortization                  14,387        5,721
     Deferred income taxes                             256        2,087
     Provision for doubtful accounts                   565          296
     Minority interests in subsidiaries              2,845        2,089
     Changes in assets and liabilities
        Accounts receivable                         12,685       16,628
        Inventories and other current assets       (   186)     ( 2,013)
        Accounts payable and other current 
           liabilities                             (11,572)     ( 8,856)
        Noncurrent assets and liabilities          ( 4,518)     ( 2,342)
                                                   -------      -------
        Net cash provided by operating activities   17,737       23,103
                                                   -------      -------
Cash flows from investing activities
   Capital expenditures                            (22,609)     (32,161)
   Purchase of a fuel management agreement and
     related inventory                             (8,871)           --
   Proceeds on sale of property, plant & equipment  3,000            --

   Investment in non-consolidated partnerships     (5,582)      ( 1,911)
                                                   -------      -------
        Net cash used in investing activities     (34,062)      (34,072)
                                                  -------       -------
Cash flows from financing activities
   Decrease in short-term debt                    (11,900)      ( 2,665)
   Proceeds of long-term debt                      65,387        36,307
   Payments of long-term debt                     (37,979)      (19,559)
   Dividends paid                                  (1,261)      ( 1,225)
   Issuance of common stock, net                    1,162         5,711
   Proceeds from sale of interest rate caps            --         1,003
   Distribution to minority interests              (3,544)      ( 2,134)
                                                   -------      -------
   Net cash provided by financing activities       11,865        17,438
                                                   -------      -------
Cash and cash equivalents
   Increase/(decrease)                             (4,460)        6,469
   At beginning of period                          25,276        20,175
                                                   ------       -------
   At end of period                               $20,816       $26,644
                                                  -------       -------
   Current                                        $16,074       $13,602
   Non-current                                      4,742        13,042
                                                  -------       -------
   At end of period                               $20,816       $26,644
                                                  -------       -------
Supplemental disclosure of cash flow information
   Cash paid during the period for
     Interest                                     $12,556       $12,734
                                                  -------       -------
     Income taxes                                   2,548         2,635
                                                  -------       -------
   Non-cash investing activity
       Acquisition of subsidiary                       --         1,037
                                                  -------       -------
   Non-cash financing activity
     Issuance of common stock for acquisition 
        of subsidiary                                  --         1,037
                                                  -------       -------
     
     Issuance of common stock for extinguishment 
         of debt                                       --         4,250
                                                  -------       -------
     
          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  district energy cogeneration systems.  Trigen uses its expertise  in
thermal  engineering and proprietary cogeneration processes to convert  fuel  to
various  forms  of  thermal energy and electricity at more efficient  conversion
rates  than  conventional processes. Trigen combines heat and power  generation,
producing electricity as a by-product, for use in its facilities and for sale to
customers.  The Company serves more than 1,500 customers with energy produced at
24  plants  in  14  locations, including industrial plants, electric  utilities,
commercial   and   office   buildings,  government   buildings,   colleges   and
universities, hospitals, residential complexes and hotels.

     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
September 30, 1997, and the results of operations for the three and nine  months
ended  September 30, 1997 and 1996 and the cash flows for the nine months  ended
September 30, 1997 and 1996.  The results of operations for the three  and  nine
month  periods  ended September 30, 1997 and 1996 and cash flows  for  the  nine
month period ended September 30, 1997 are not indicative of those to be expected
for  the  year ending December 31, 1997.  These financial statements  should  be
read in conjunction with the audited consolidated financial statements and notes
thereto  for  the year ended December 31, 1996 included in the Company's  Annual
Report   on   Form  10-K  for  the  year  ended  December  31,  1996.    Certain
reclassifications have been made to the 1996 financial statements to conform  to
the 1997 presentation.

2.   Use of Estimates

     The  preparation  of  financial  statements in  accordance  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions.  Revenues and operating income are subject to seasonal  fluctuation
due  to peak heating demand in the winter and peak cooling demand in the summer.
Due  to  the  seasonality of the Company's business, cost  of  energy  sold  for
interim periods within a calendar year is based on average costs to produce  and
deliver energy.  Effective January 1, 1997, the Company changed its estimate  of
the  average costs to produce and deliver energy. This change reduced 1997 third
quarter  net  income  by $.8 million or $.07 per common share  and  reduced  net
income  for the nine months ended September 30, 1997 by $.2 million or $.01  per
common  share.  The Company expects the change to positively impact  the  fourth
quarter results.

3. Sale of Property

    In September 1997, the company sold a natural gas pipeline for a pre-tax
gain of $668,000, or $.04 per common share.

4.   Condemnation Award

      During  the  third quarter of 1996, the Company was granted a condemnation
award  of  $6.8 million ($6.4 million, net of expenses) related to  one  of  its
facilities in Boston, Massachusetts.  This award was reported in depreciation on
the consolidated statements of operations.

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

Results of Operations
---------------------
Three Months ended September 30, 1997 compared with Three Months ended September
30, 1996

Overview

     For  the quarter ended September 30, 1997, the Company reported net  income
of  $.3  million,  or $.03 per common share, compared with net  income  of  $2.8
million, or $.24 per common share, in the third quarter last year.  Earnings for
both  the third quarter of 1997 and 1996 included nonrecurring items.   For  the
third  quarter  of 1997, net income included a pre-tax gain of $.7  million,  or
$.04  per common share, on the sale of a natural gas pipeline. Earnings for  the
third  quarter of 1996 included a nonrecurring pre-tax gain of $6.4 million,  or
$.36  per common share, resulting from a condemnation award.  In addition,  1996
net earnings included an extraordinary loss of $1.9 million after tax, equal  to
$.17 per common share, on the early extinguishment of debt.  Revenues were $43.0
million  in the third quarter compared with $41.6 million last year.   Operating
income for the third quarter was $6.5 million compared with $12.8 million a year
ago.   Excluding the nonrecurring items and extraordinary loss, the  decline  in
third  quarter  1997  earnings  was  due to  higher  depreciation,  general  and
administrative, and interest expenses.   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.

     Effective January 1, 1997, the Company changed its estimate of the  average
cost  to  produce  and deliver energy.  See Note 2 of the Notes to  Consolidated
Financial Statements.
Revenues

     Revenues  of  $43.0 million were up $1.4 primarily due to the sale  of  the
natural  gas  pipeline.  Thermal energy sales declined $.3 million,  or  1%,  to
$28.8  million, while electric energy sales of $10.2 million were higher by  $.2
million  or  2%.   Units of energy sold increased by 5% in  the  third  quarter.
Energy  revenues were higher during the third quarter at Nassau and  Tulsa,  and
down at Baltimore and Trenton.
Operating Expenses

     Fuel and consumables' costs were $15.0 million in both the third quarter of
1997 and 1996.  As a percent of revenues, fuel and consumables' costs were 34.9%
in the third quarter of 1997 compared with 36.1% last year.

     Production  and operating costs were down 1% to $9.8 million in  the  third
quarter;  and  as a percent of revenues decreased to 22.7% from 23.7%  in  1996.
This  reduction  was due primarily to higher repair and maintenance  costs  last
year.

     Depreciation  expense  was $3.4 million compared  with  a  credit  of  $3.5
million in the third quarter of 1996.  Included in 1996 depreciation expense was
a  $6.4  million gain resulting from a condemnation award. Excluding this  gain,
1997  depreciation  was  higher by $.5 million, reflecting  the  high  level  of
capital expenditures in the second half of 1996.

     General  and administrative expenses increased 12% in the third quarter  to
$8.4  million  due  to higher legal fees, severance payments and  write-offs  of
project development costs.  As a percent of revenues, general and administrative
expenses increased to 19.4% from 17.9% last year.

Interest Expense, Net

     Net  interest expense increased 6% to $4.6 million due to the higher  level
of debt.

<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 was 41.0% in the third quarter of 1997 and 39.3% in the third  quarter
of 1996.

Nine  Months ended September 30, 1997 compared with Nine Months ended  September
30, 1996

Overview

   For the nine months ended September 30, 1997, the company reported net income
of  $3.3 million, or $.27 per common share.  This compared to net income of $9.5
million and $.83 per common share last year.  Operating income was $21.3 million
on  revenues  of $174.7 million in the first nine months of 1997  compared  with
operating income of $34.2 million on revenues of $176.6 million in 1996.

Revenues

     Revenues  of $174.7 million were down $1.9 million, or 1%, due to the  mild
weather  this  year.   Thermal energy sales were down  $6.5  million  to  $129.2
million,  while  electric energy sales increased $3.3 million to $35.8  million.
Units  of  energy sold were down approximately 7% in the first  nine  months  of
1997.  Energy  systems in Baltimore, Boston and Philadelphia  were  particularly
affected  by  the milder weather.  Offsetting the revenue decline in  part  were
higher  fuel prices, which are largely passed through to customers. Fees  earned
and  other revenue increased 16% in the nine months ended September 30, 1997 due
to the expansion of the Ewing Power Systems operation, which was acquired in the
first  quarter  of  1996,  and  to the sale of the natural  gas  pipeline.  This
increase  was partially offset by costs incurred for establishing and  marketing
new joint ventures.
Operating Expenses

    Fuel  and consumables' costs were $81.5 million in 1997 compared with  $83.3
million last year.  This decrease reflected the lower level of revenues.   As  a
percent of revenues, fuel and consumables' costs were 46.7% in 1997 and 47.2% in
1996.

    Production and operating costs increased 10% to $34.8 million compared  with
$31.8  million last year; and as a percent of revenues increased to  19.9%  from
18.0%  in 1996.  The higher costs resulted from expansion of Ewing Power Systems
and  a  pipeline  rupture in St. Louis.  In addition, production  and  operating
costs  for  1996 included an arbitration award of $1.0 million, net of expenses.
Offsetting in part the 1997 increase were higher repair and maintenance costs in
1996.

    Depreciation expense was $11.6 million compared with $3.9 million last year.
Included in 1996 depreciation expense was a $6.4 million gain resulting  from  a
condemnation award.  Excluding this gain, 1997 depreciation was higher  by  $1.3
million, reflecting the high level of capital expenditures in the second half of
1996.

    General and administrative expenses increased $2.0 million, or 8%, to  $25.4
million  due  mainly to higher legal fees and write-offs of project  development
costs.  As a percent of revenues, general and administrative expenses were 14.5%
in 1997 and 13.3% in 1996.

Interest Expense, Net

    Net interest expense declined slightly to $12.9 million due to repayment  of
high interest rate debt, offset in part by the higher level of debt in 1997.

<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  Company's
effective  tax  rate was 41.0% for the first nine months of 1997  compared  with
40.3% last year.

Liquidity and Financial Position
--------------------------------
     Cash  and  cash  equivalents were $20.8 million at September  30,  1997,  a
decrease  of  $4.5 million.  Working capital was $2.8 million  compared  with  a
negative $4.7 million at December 31, 1996.  At September  30, 1997, receivables
were down 34% to $25.7 million and inventories decreased 4% to $6.6 million from
the  balances at the end of 1996.  Accounts payable of $4.2 million and  accrued
fuel  of $8.7 million were down 46% and 39%, respectively.  The lower levels  of
receivables,  inventories  and  payables  at  September  30,  1997  reflect  the
seasonality of the Company's business. Working capital requirements vary in line
with  the  peak  heating  demand in the winter and peak cooling  demand  in  the
summer.

     In  the  first nine months of 1997, the Company generated $17.7 million  of
cash from operating activities compared with $23.1 million last year.  The lower
cash  from  operations  in 1997 was due primarily to the  earnings  decline  and
higher working capital requirements.  During the first nine months of 1997,  the
Company  had  net borrowings of $15.5 million and received $3.0 million  on  the
sale  of  property,  plant and equipment.  These funds,  along  with  the  $17.7
million of cash generated from operations and available cash at the beginning of
the  year  were  used to invest $22.6 million in capital expenditures  and  $5.6
million  in  partnership investments, purchase a fuel management  agreement  and
related  inventory  for  $8.9  million, and pay $1.3  million  in  dividends  to
shareholders and $3.5 million to minority interests.

     At  September 30, 1997, total debt was $274.0 million compared with  $258.5
million  at  year end 1996.  On April 4, 1997, the Company entered into  a  $160
million revolving credit agreement with several banks.  This facility is for  an
initial  period  of three years and may be extended by a total of  two  one-year
periods.  Borrowings under the facility bear interest, at the Company's  option,
at  an annual rate equal to the base rate or the Eurodollar rate plus 3/4%.  The
base  rate  is  the  higher of the prime lending rate  or  the  Federal  Reserve
reported Federal funds rate plus 1/2%.  As of June 10, 1997, the Company amended
the  $160  million revolving credit agreement by reducing the facility  to  $125
million  and entered into a $35 million revolving credit facility with the  same
group  of banks.  The new facility is for an initial 364-day period and  may  be
extended by another 364-day period.  The terms and conditions of both facilities
are the same.

     During  the first nine months of 1997, stockholders' equity increased  $3.2
million  to  $144.6 million at September 30, 1997.  This increase reflects  $3.3
million  of  net income, $1.0 million from the issuance of common stock  net  of
stock purchases, and $.2 million of proceeds from the exercise of stock options;
offset by $1.3 million dividend payment to shareholders.

     The  Company's  planned  capital  expenditures  for  upgrades,  expansions,
environmental matters and other improvements are material.  The Company believes
that  cash  provided by operations, cash on hand and available credit facilities
will  be  sufficient to finance its capital program and several new  development
projects.

Impact of New Accounting Standard

     Statement  of Financial Accounting Standard No. 128, "Earnings  per  Share"
(SFAS No. 128), will require presentation of "basic" and "diluted" earnings  per
share  for  periods  ending  after  December 15,  1997.   Based  on  preliminary
analysis,  the  Company  does  not  expect the  adoption  of  SFAS  No.  128  to
significantly impact earnings per share for periods previously presented.

<PAGE>

Part II - Other Information

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------
         (a)   The following exhibits are filed as part of this report:

               27 Financial Data Schedule.

         (b)   No  reports  on  Form  8-K  were filed  for  the  three  months 
               ended September 30, 1997.


<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 thereunto duly authorized.

                                   TRIGEN ENERGY CORPORATION



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


                                      /s/ Daniel J. Samela 
                                      --------------------------------
                                        Daniel J. Samela
                                        Controller



Date:     November 12, 1997