<PAGE>



               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 June 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  12,020,427 shares of the Registrant's Common Stock outstanding
as of August 8, 1997.


<PAGE>
           TRIGEN ENERGY CORPORATION AND SUBSIDIARIES

                       INDEX TO FORM 10-Q

                  Quarter Ended June 30, 1997



Part I - Financial Information:                                Page

     Item 1.   Financial Statements

     Consolidated Statements of Operations for the Three
     and Six Months Ended June 30, 1997 and 1996 (Unaudited)     2
     
     Consolidated Balance Sheets as of June 30, 1997
     (Unaudited) and December 31, 1996                           3

     Consolidated Statements of Cash Flows for the Six
     Months Ended June 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>
<TABLE>
<CAPTION>
Part I -Financial Information
Item 1.  Financial Statements

             TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
     For the Three and Six Months Ended June 30, 1997 and 1996
                              Unaudited
               (In thousands, except per share data)

                                  Three Months        Six Months
                                  1997     1996      1997     1996
<S>                             <C>      <C>      <C>      <C>                                          
Revenues
   Thermal energy...             $34,129  $37,051  $100,453 $106,656
   Electric energy.               11,474    9,623    25,562   22,377
   Fees earned and other           2,504    2,011     5,613    5,871
                                  ------   ------   -------  -------
      Total revenues..            48,107   48,685   131,628  134,904
                                  ------   ------   -------  -------
Operating expenses                                          
   Fuel and consumables           19,974   20,412    66,477   68,220
   Production and                 10,891    8,715    25,073   21,876
   operating costs
   Depreciation                    3,526    3,157     8,290    7,350
   General and administrative      7,542    7,079    17,037   15,993
                                  ------   ------   -------  ------- 
      Total operating expenses    41,933   39,363   116,877  113,439
                                  ------   ------   -------  -------
Operating income                   6,174    9,322    14,751   21,465
                                                            
Interest expense, net              4,205    4,380     8,261    8,630
                                  ------    -----    ------   ------
Income before minority           
  interests and income taxes.      1,969    4,942     6,490   12,835
Minority interests in earnings     
  of subsidiaries                    795      700     1,529    1,501
                                  ------   ------    ------   ------
Income before income taxes         1,174    4,242     4,961   11,334
                                                            
Income taxes                         481    1,744     2,034    4,655
                                  ------   ------    ------   ------
Net income                     $     693  $ 2,498  $  2,927  $ 6,679
                                 -------  -------  --------  -------
Net income per share           $     .06  $   .22  $    .24  $   .58
                                 -------  -------  --------  -------
Average shares outstanding        12,119   11,507    12,108   11,488
                                 -------  -------  --------  -------
Dividends per share            $    .035  $  .035  $    .07  $   .07
                                 -------  -------  --------  -------
                                        
                                        
           See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                   TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

                                              June 30,        December 31,
                                                1997              1996
                                            (Unaudited)
<S>                                            <C>             <C>
Assets
Current assets
  Cash and cash equivalents                     $14,053         $14,598
  Accounts receivable
     Trade (less allowance for doubtful
         accounts of $1,215 in 1997 and
         $1,128 in  1996)                        20,596          35,436
     Other                                        6,071           3,479
                                                -------          ------
     Total accounts receivable                   26,667          38,915
  Inventories                                     6,535           6,900
  Other current assets                            8,684           7,346
                                                -------         -------
     Total current assets                        55,939          67,759
Non-current cash and cash equivalents             8,832          10,678
Property, plant and equipment, net              379,980         374,549
Investment in non-consolidated partnerships       9,290           8,781
Intangible assets                                14,059          14,390
Other assets                                     18,538          18,279
                                                -------         -------
     Total assets                              $486,638        $494,436
                                               --------        --------
Liabilities and Stockholders' Equity
Current liabilities
  Short-term debt                              $   --           $18,500
  Current portion of long-term debt              14,187          13,499
  Accounts payable                                2,282           7,800
  Accrued fuel                                   10,703          14,394
  Accrued expenses and other current 
     liabilities                                 25,989         19,102
                                               --------       --------
     Total current liabilities                   53,161         73,295
Long-term debt                                  234,858        226,487
Other liabilities                                 7,280          7,755
Deferred income taxes                            30,030         29,597
                                               --------       --------
     Total liabilities                          325,329        337,134

Minority interests in subsidiaries               17,397         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                   113,892       112,836
   Retained earnings                             30,624        28,538
   Treasury stock, at cost 34,831 shares
     in 1997 and 46,140 shares in 1996             (725)       (  960)
                                               --------      --------
     Total stockholders' equity                 143,912       140,534
     Total liabilities and stockholders'       --------      --------
        equity                                 $486,638      $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 Six Months Ended June 30, 1997 and 1996
                                 Unaudited
                                (In thousands)

<S>                                                  <C>        <C>
                                                        1997       1996
Cash flows from operating activities                
   Net income                                         $ 2,927    $ 6,679
   Reconciliation of net income to                     
        cash provided by operating activities
      Depreciation and amortization                    10,038      8,587
      Deferred income taxes                               433      2,892
      Provision for doubtful accounts                     317        206
      Minority interests in subsidiaries                1,529      1,501
      Changes in assets and liabilities                   
         Accounts receivable                           11,931     12,944
         Inventories and other current assets            (973)      (806)
         Accounts payable and other                    (2,322)    (5,341)
            current liabilities

         Noncurrent assets and liabilities             (1,334)      (751)
                                                    ---------     -------
         Net cash provided by operating activities     22,546     25,911
                                                    ---------     -------
Cash flows from investing activities                
   Capital expenditures                               (13,947)   (12,073)
   Investment in non-consolidated partnerships         (1,100)    (2,075)
                                                     --------   --------
      Net cash used in investing activities           (15,047)   (14,148)
                                                     --------   --------
Cash flows from financing activities
   Decrease in short-term debt                        (18,500)   (14,165)
   Proceeds of long-term debt                          43,978      8,000
   Payments of long-term debt                         (34,919)    (7,401)
   Dividends paid                                        (841)      (808)
   Issuance of common stock, net                        1,292        415
   Proceeds from sale of interest rate caps             --         1,003
   Distribution to minority interests                    (900)    (1,534)
                                                      -------    -------
      Net cash used in financing activities            (9,890)   (14,490)
                                                      -------    ------- 
Cash and cash equivalents                           
   Decrease                                            (2,391)    (2,727)
   At beginning of period                              25,276     20,175
                                                      -------    -------
   At end of period                                   $22,885    $17,448
                                                      -------    -------
   Current                                            $14,053    $ 6,635
   Non-current                                          8,832     10,813
                                                      -------    -------
   At end of period                                   $22,885    $17,448
                                                      -------    -------
Supplemental disclosure of cash flow information
   Cash paid during the period for                     
      Interest                                        $ 8,320    $ 9,577
                                                      -------   --------
      Income taxes                                      2,264      1,472
                                                      -------   --------
   Non-cash investing activity                         
      Acquisition of subsidiary                            --      1,037
                                                      -------    -------
   Non-cash financing activity                         
      Issuance of common stock for                         
        acquisition of subsidiary                          --      1,037
                                                      -------    -------
          See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
[CAPTION]
              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
June  30, 1997, and the results of operations for the three and six months ended
June 30, 1997 and 1996 and the cash flows for the six months ended June 30, 1997
and  1996.  The results of operations for the three and six month periods  ended
June  30,  1997 and 1996 and cash flows for the six month period ended June  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. Although, the impact  of  this
change  on  second quarter net income was not significant, the change  increased
net  income  for the six months ended June 30, 1997 by $.6 million or  $.05  per
share.   The  Company expects the change to negatively impact the third  quarter
operating results and to positively impact the fourth quarter results.

3.   Subsequent Event

     On  May  2,  1997,  following a jury trial in  a  suit  by  Kinetic  Energy
Development  Corporation  against the Company in the Circuit  Court  of  Jackson
County,  Missouri, in connection with the Company's acquisition  of  the  Kansas
City  steam system, a judgment was entered against the Company in the amount  of
$4,271,000.  On August 6, 1997, the Court set aside the jury verdict and granted
judgment  for  the  Company.  In the event this new judgment  in  favor  of  the
Company  is vacated or reversed on appeal, a new trial is ordered.  The  Company
believes that this judgment in its favor should be sustained upon any appeal.

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

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

Overview

     For the quarter ended June 30, 1997, the Company reported net income of $.7
million,  or  $.06 per common share. Second quarter earnings in 1996  were  $2.5
million,  equal  to $.22 per common share.  Revenues were $48.1 million  in  the
second quarter compared with $48.7 million last year.  Operating income for  the
second quarter was $6.2 million compared with $9.3 million a year ago.  The mild
spring   weather  compared  to  last  year  and  non-operational  cost   factors
contributed  to  the  earnings shortfall.  Non-operating  cost  factors  reduced
second  quarter earnings by $.08 per common share.  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  $48.1 million were down $.6 million as a result of  the  mild
spring  weather.  Thermal energy sales declined $2.9 million, or  8%,  to  $34.1
million,  while  electric  energy sales of $11.5 million  were  higher  by  $1.9
million or 19%.  Units of energy sold were down approximately 11% in the  second
quarter.   Energy  systems  in  Baltimore  and  Philadelphia  were  particularly
affected  by  the mild weather.  Offsetting the revenue decline   in  part  were
higher  fuel prices, which are largely passed through to customers.  Fees earned
and  other  revenue increased 25% in the second quarter reflecting the expansion
of the Ewing Power Systems operation, which was acquired in the first quarter of
1996.  Offsetting in part this increase were costs incurred for establishing and
marketing new joint ventures.

Operating Expenses

     Fuel  and  consumables' costs were $20.0 million  in  the  second  quarter
compared  with  $20.4  million in the like quarter  last  year.   This  decrease
reflected the lower level of revenues, offset in part by higher fuel costs.   As
a  percent  of  revenues, fuel and consumables' costs were 41.5% in  the  second
quarter compared with 41.9% last year.

     Production and operating costs increased 25% to $10.9 million in the second
quarter  from $8.7 million last year; and as a percent of revenues increased  to
22.6%  from  17.9% in 1996.  This increase was due to 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.

     Depreciation expense was $3.5 million compared with $3.2 million last year.
The  increase reflects the high level of capital expenditures in the second half
of 1996.

     General  and administrative expenses increased 7% in the second quarter  to
$7.5 million due mainly to higher legal fees.  As a percent of revenues, general
and administrative expenses increased to 15.7% from 14.5% last year.

Interest Expense, Net

     Net interest expense declined 4% to $4.2 million due primarily to repayment
of high interest rate 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 second quarter of 1997 and 41.1% in the second quarter
of 1996.

Six Months ended June 30,1997 compared with Six Months ended June 30, 1996

Overview

    For  the  six months ended June 30,1997, the company reported net income  of
$2.9  million,  or $.24 per common share.  This compared to net income  of  $6.7
million and $.58 per common share last year.  Operating income was $14.8 million
on  revenues  of  $131.6 million in the first six months of 1997  compared  with
operating income of $21.5 million on revenues of $134.9 million in 1996.

Revenues

     Revenues  of $131.6 million were down $3.3 million, or 2%, due to the  mild
weather  this  year.   Thermal energy sales were down  $6.2  million  to  $100.5
million,  while  electric energy sales increased $3.2 million to $25.6  million.
Units  of  energy sold were down approximately 10% in the first  six  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.  The decline
in  fees earned and other revenue was due to costs incurred for establishing and
marketing  new joint ventures and to the inclusion last year of income resulting
from  completion  of  financing for the Grays Ferry Cogeneration  Project.  This
decline was partially offset by expansion of Ewing Power systems.

Operating Expenses

    Fuel  and consumables' costs were $66.5 million in 1997 compared with  $68.2
million last year.  This decrease reflected the lower level of revenues,  offset
in  part  by higher fuel costs.  As a percent of revenues, fuel and consumables'
costs were 50.5% in 1997 and 50.6% in 1996.

    Production and operating costs increased 15% to $25.1 million compared  with
$21.9  million last year; and as a percent of revenues increased to  19.1%  from
16.2%  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.

    Depreciation expense was $8.3 million compared with $7.4 million last  year.
The  increase reflects the high level of capital expenditures in the second half
of 1996.

    General and administrative expenses increased $1.0 million, or 7%, to  $17.0
million due mainly to higher legal fees.  As a percent of revenues, general  and
administrative expenses were 12.9% in 1997 and 11.9% in 1996.

Interest Expense, Net

    Net  interest expense declined 4% to $8.3 million due primarily to repayment
of high interest rate debt.

Income Taxes

    The  Company's effective tax rate was 41.0% for the first six months of 1997
compared with 41.1% last year.

<PAGE>
Liquidity and Financial Position

     Cash  and  cash equivalents were $22.9 million at June 30, 1997, a decrease
of $2.4 million.  Working capital was $2.8 million compared with a negative $5.5
million  at December 31, 1996.  At June 30, 1997, receivables were down  31%  to
$26.7 million and inventories decreased 5% to $6.5 million from the balances  at
the  end  of 1996.  Accounts payable of $2.3 million and accrued fuel  of  $10.7
million  were  down 71% and 26%, respectively.  The lower levels of receivables,
inventories  and  payables  at  June 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.

     The  Company's  primary  source of funds for its  business  activities  and
repaying  its  debt  has  been from operations.  Cash generated  from  operating
activities  was  $22.5 million for the first six months of  1997  compared  with
$25.9  million  last  year.   The lower cash from operations  in  1997  was  due
primarily  to  the earnings decline. The $22.5 million of cash generated  during
the  first six months of 1997 along with available cash at the beginning of  the
year  were used to invest $13.9 million in capital expenditures and $1.1 million
in  a partnership investment, repay $9.4 million of debt, and pay $.8 million in
dividends to shareholders and $.9 million to minority interests.

     At  June  30,  1997,  total debt was $249.0 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 entering 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 six months of 1997, stockholders' equity increased  $3.4
million to $143.9 million at June 30, 1997.  This increase reflects $2.9 million
of net income, $1.1 million from the issuance of common stock and $.2 million of
proceeds  from  the  exercise of stock options; offset by $.8  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.

     On  May  2,  1997,  following a jury trial in  a  suit  by  Kinetic  Energy
Development  Corporation  against the Company in the Circuit  Court  of  Jackson
County,  Missouri, in connection with the Company's acquisition  of  the  Kansas
City  steam system, a judgment was entered against the Company in the amount  of
$4,271,000.  On August 6, 1997, the Court set aside the jury verdict and granted
judgment  for  the  Company.  In the event this new judgment  in  favor  of  the
Company  is vacated or reversed on appeal, a new trial is ordered.  The  Company
believes that this judgment in its favor should be sustained upon any appeal.

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 1.   Legal Proceedings

           On  May  2, 1997, following a jury trial in a suit by Kinetic  Energy
     Development Corporation against the Company in the Circuit Court of Jackson
     County,  Missouri,  in  connection with the Company's  acquisition  of  the
     Kansas City steam system, a judgment was entered against the Company in the
     amount  of  $4,271,000.  On August 6, 1997, the Court set  aside  the  jury
     verdict  and  granted  judgment for the Company.  In  the  event  this  new
     judgment  in favor of the Company is vacated or reversed on appeal,  a  new
     trial  is  ordered.  The Company believes that this judgment in  its  favor
     should be sustained upon any appeal.

Item 4.   Submission of Matters to a Vote of Security Holders

          The annual meeting of security holders was held in Cincinnati, Ohio on
     May 14, 1997.  The security holders voted, as recommended by management for
     the  election  to  the  Board of Directors of Messrs.  Charles  E.  Bayless
     (10,960,491  votes for and 24,491 votes against), Michel Cassou (10,960,527
     votes for and 24,455 votes against), Michel Bleitrach (10,960,527 votes for
     and  24,455 votes against) and Dominique Mangin d`Ouince (10,960,527  votes
     for  and  24,455 votes against), for ratification of the selection of  KPMG
     Peat  Marwick LLP as the Company's independent certified public accountants
     (10,983,768  votes  for  , 513 votes against and  701  abstained)  and  for
     amendment of the Company's 1994 Stock Incentive Plan to increase the number
     of  shares of common stock available for award thereunder from 1,050,000 to
     2,000,000  (9,157,423  votes  for,  1,129,845  votes  against  and   31,430
     abstained).

Item 6.   Exhibits and Reports on Form 8-K
            
       (a)   The following exhibits are filed as part of this report:
            
            4.5     Revolving Credit Facility, Dated as of April 4, 1997 between
                    the Company, Banks Listed on the Signature Page and 
                    Societe General as Issuing Bank and Agent.
            4.51    Amendment No.1, Dated as of June 10, 1997, to the Revolving
                    Credit Facility Dated as of April 4, 1997.
            4.52    Revolving Credit Facility, Dated as of June 10, 1997 
                    between the Company, Banks Listed on the Signature Page and
                    Societe Generle as Issuing Bank and Agent.
            27      Financial Data Schedule.

       (b)No reports on Form 8-K were filed for the three months ended June  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:     August 13, 1997