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                                                            [NSC-____-8584]

                      NORFOLK SOUTHERN RAILWAY COMPANY














ISSUED: June 23, 1997                       EFFECTIVE: August 25, 1997

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                                                                EXHIBIT 10.41

                     C O N F I D E N T I A L

                RAILROAD TRANSPORTATION CONTRACT


     This Railroad Transportation Contract (this "Contract"), is
made pursuant to 49 U.S.C. Section 10709, as of June 23,1997,
by and between COGENTRIX OF NORTH CAROLINA, INC. ("Industry"),
having a business address at 9405 Arrowpoint Boulevard, 
Charlotte, NC  28273-8110 and NORFOLK SOUTHERN RAILWAY
COMPANY. and its subsidiary railroads ("Carrier"), having a
business address at 110 Franklin Road, Roanoke, VA  24042-0026.


     1.   Effective Date.

     This Contract shall take effect on August 25, 1997
(the "Effective Date").

     2.   Term.

     This Contract will be effective from the Effective Date and
shall expire at midnight on December 15, 2002.  Notwithstanding
the foregoing, Industry and Carrier acknowledge and agree that,
pursuant to the Power Purchase Agreement (the "PPA") between
Industry and Carolina Power & Light Company ("CP&L") relating to
Industry's cogeneration facility in Roxboro, NC (the "Facility"),
CP&L has the right to reject this Contract and enter into a
replacement contract for the transportation of coal to the
Facility.  Accordingly, and notwithstanding anything contained
herein to the contrary, in the event CP&L exercises its right to
reject this Contract and enter into a replacement contract for
the transportation of coal to the Facility pursuant to the PPA,
then this Agreement shall terminate automatically on December 31,
1997 and thereafter be of no further force and effect.  Industry
agrees to notify Carrier of CP&L's decision promptly after
receipt of notice thereof from CP&L, but in no event later than
December 31, 1997.

     3.   Commodity, Origins Destination, Rates and Car Type.

     Carrier, acting solely as a contract carrier, agrees to
transport the Commodity from the Origins to Industry's off-
loading facility at the Destination via Carrier routes and at the
Yearly Rates specified below:

          A.   Commodity:     Coal, STCC 11 212 90, to be
                              consumed at Destination.

          B.   Route:         Carrier-Direct.

          C.   Car Type:      Carrier-Supplied open Top Hopper Cars.

          D.   Destination:   Industry's Facility in Roxboro, NC.

<PAGE>   3
<TABLE>
          E.   Origins and Rates (See Notes 1-2 below):
<CAPTION>
Origin
District    CY 1997   CY 1998   CY 1999   CY 2000   CY 2001   CY 2002
--------    -------   -------   -------   -------   -------   -------
<S>         <C>       <C>       <C>       <C>       <C>       <C>
Kenova      $[xxx]    $[xxx]    $[xxx]    $[xxx]    $[xxx]    $[xxx]
Thacker     $[xxx]    $[xxx]    $[xxx]    $[xxx]    $[xxx]    $[xxx]
<FN>
Notes:

<F1>
     1.   "CY" shall refer to each calendar year or portion thereof
          during the term of this Contract.
<F2>
     2.   Rates shown are in dollars per net ton (2,000 pounds avoirdupois).
</FN>
</TABLE>

     3.   Minimum Percentage.

     During each calendar year, or portion thereof, during the
term of this Contract (each such period, a "Contract Period"),
Industry agrees to ship, pursuant to this Contract, at least 65%
of Industry's entire receipts of coal at Industry's Facility
located in Roxboro, North Carolina.  Surpluses in Contract
Periods may not be credited against deficits in other Contract
Periods.  Shipments of coal by other transportation modes during
periods of force majeure, which prevent Carrier from delivering
to Industry a supply of coal, shall not be included in the
computation of the minimum percentage hereunder.  Other than with
respect to the percentage requirement set forth above, Carrier
acknowledges and agrees that Industry shall not be obligated to
ship any minimum amount of coal pursuant to this Contract.
     
     If Industry fails to meet the percentage provision during a
Contract Period, Industry agrees to pay a deficit charge to
Carrier.  This charge will be computed by multiplying the tonnage
shortfall times one-fourth of the applicable rate (as set forth
in Section 3.E. above) in effect on the last day of the
applicable Contract Period.  Industry shall pay this amount to
Carrier within sixty (60) days after the end of the applicable
Contract Period.

     4.  Force Majeure.

     If because of force majeure, shipments cannot be made or
transportation cannot be provided pursuant to this Contract
during a Contract Period, and if the affected party promptly
gives the other party written notice of such force majeure, then
the volume obligation contained in  Section 4 shall be adjusted
to the extent made necessary by such force majeure, provided,
however, that the disabling effect of the force majeure shall be
eliminated by the affected party as soon as and to the extent
reasonably possible.  Shipments that are delayed as a result of
force majeure but are, or can be, shipped later during the
Contract Period shall not result in any volume adjustment.

                               2

--------------
[xxx]  These portions of this exhibit have been omitted and filed
       separately with the Commission pursuant to a request for
       confidential treatment.

<PAGE>   4

     The term force majeure, as used herein, shall mean any cause
which is not reasonably within the control of a party, and the
adverse effects of which are not due to the fault or negligence
of said party.  Force majeure shall include, but not be limited
to, Acts of God, riot, insurrection, war, fire, flood, explosion,
labor dispute, orders or acts of military or civil authority,
mechanical breakdown of equipment vital to the loading or
unloading operation and acts or disabilities of Carrier including
derailment, and inability to obtain governmental permits or
approvals required by law and necessary to the transporting,
storing or handling of coal.

     The party claiming force majeure shall, within five (5)
business days after it learns of the existence of a force majeure
condition, notify the other party hereto of said condition, and
will similarly notify the other party within two (2) business
days of the termination or expiration of each such force majeure
condition.

     5.   Verification.

     Within thirty (30) days after the end of each Contract
Period, Industry shall send a certified statement to Carrier that
must include the following:

          (i)   the total number of tons of coal which Industry
          actually received by all transportation modes from all
          originating points (whether an Origin listed under this
          Contract or otherwise) at Industry's Facility at
          Roxboro, NC, as adjusted in accordance with Section 3
          and 4 of this Agreement;

          (ii)  the number of tons of coal which Industry shipped
          under this Contract; and

          (iii) the amount of coal shipped under this Contract, 
          expressed as a percentage of the total amount of coal 
          received at Industry's Facility in Roxboro, NC.

     Industry agrees to allow carrier to inspect the records of
Industry to verify compliance with the percentage provision.
Industry will allow Carrier one (1) year from the last day of the
appropriate Contract Period to make such inspection and such
inspection shall be binding on the parties unless Industry
disputes the results of such inspection by extending a written
notice to Carrier within thirty (30) days from receipt of
inspection results.  Upon such dispute, Industry may select a
third party, mutually satisfactory to the parties hereto, to make
an additional inspection at Industry's sole expense.  If Carrier
and Industry are still in disagreement after receiving the report
of the third party, the disagreement shall be resolved under the
Commercial Arbitration Rules of the American Arbitration
Association.

     6.   Incorporation of Tariffs, Rules, Etc.

     Shipments of Commodity moving under the terms of this
Contract are subject to all government, AAR and carrier rules,
including NS Conditions of Carriage No. 2, which is attached
hereto and incorporated herein as Exhibit A, that would apply if

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this Contract were not in effect; provided, however, that where
any such rule conflicts with the provisions of this Contract, the
provisions of this Contract shall control and govern.

     7.   Car Supply.

     Carrier does not guarantee car supply, but will furnish cars
in accordance with the common carrier standard.

     8.  Agent.

     In the event that Industry does not ship to itself from
Origins to Destination, and strictly for purposes of this
Contract, any third party performing any obligation of Industry
under this Contract is considered as its agent.

     9.  Confidentiality.

     The parties shall not disclose the terms of this Contract to
a third party without the prior written consent of the other
party except: (1) as required by law or regulations, (2) as
required or permitted by AAR Rule, (3) to an inspection bureau,
(4) to a parent, subsidiary, affiliated company, (5) to CP&L in
connection with its right to approve this contract under the PPA,
or (6) to any other entity to the extent such disclosure may be
required in connection with any financing or proposed financing
of any of Industry's facilities.

     10.  Restrictions.

          A.   No transit, diversion, or reconsignment privileges
are granted.
              
          B.   This contract may not be used in connection with a
prior or subsequent rail movement of the Commodity without the
written consent of Carrier, except if otherwise provided herein.
          
          C.   Any notices given under this Contract must be in
writing and shall be deemed to be given when posted by U.S. Mail
properly addressed to the other party hereto at the address of
such party as set forth in the preamble of this Contract.

          D.   The parties rely on the individual credit of each
other by entering into this Contract which may not be transferred
or assigned without the written permission of the other
party(ies) hereto.  Subject to the foregoing, this Contract will
inure to the assignees and successors of the parties.

          E.  The failure of a party to enforce any provision of
this Contract or to prosecute any default will not be considered
as a waiver of that provision or bar to prosecution of that
default unless so indicated in writing.

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     11.  Governing Law.

     This Contract shall be governed by and construed in
accordance with the laws of the state of North Carolina to the
extent not governed by and construed in accordance with Federal
Law.

     12.  Consent and Agreement.

     If requested by Industry in connection with the financing
arrangements relating to the Facility, Carrier agrees to execute
a "Consent and Agreement" subsequent to the execution of this
Agreement in a form mutually satisfactory to the parties hereto.

     13.  Entire Understanding and Execution.

     This Contract constitutes the entire understanding of the
parties and may not be modified without the written consent of
both parties.  It has been executed by the authorized officials
of the parties on the date shown above.

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


                         COGENTRIX OF NORTH CAROLINA, INC.


                         By:  /s/ Ronald A. Munse
                         Title:  Vice President, Fuels & Transportation


                         NORFOLK SOUTHERN RAILWAY COMPANY


                         By:  /s/ Mark H. Bower
                         Title:  Assistant Vice President, Export and
                                 Metallurgical Coal Marketing

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                            EXHIBIT A
                                
     See "NS Conditions of Carriage No. 2" attached hereto.

<PAGE>   9



                NORFOLK SOUTHERN RAILWAY COMPANY
                                
                                
                                
                                
                  NS CONDITIONS OF CARRIAGE # 2




                    COAL, COKE and IRON ORE

               


                   Effective February 20, 1996


               





                               Issued By:

                       Coal Marketing Department
                      Norfolk Southern Corporation
                       110 Franklin Road, S. E.
                      Roanoke, Virginia 24042-0026




                                                           Page 1
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     NS CONDITIONS OF CARRIAGE FOR COAL, COKE AND IRON ORE


CONDITION 1 -- SUBSIDIARIES AND AFFILIATED CARRIERS

     These   conditions  apply  to  Norfolk  Southern   and   the
subsidiaries and affiliated carriers listed here.  References  to
"NS" include the listed carriers:


          Norfolk Southern Railway Company
          Alabama Great Southern Railroad Company, The
          Atlantic and East Carolina Railway Company
          Camp Lejeune Railroad Company
          Chesapeake Western Railway
          Cincinnati, New Orleans and Texas Pacific Railway Company, The
          Central of Georgia Railroad Company, The
          Georgia Southern and Florida Railway Company
          Norfolk and Western Railway Company
          State University Railroad Company
          Tennessee, Alabama & Georgia Railway Company
          Tennessee Railway Company


CONDITION 5 -- GENERAL APPLICATION

     These  Conditions apply to the transportation in  interstate
and  intrastate commerce of coal, coke and iron ore on NS by  NS.
If  a  movement is covered by a bilateral transportation contract
that  incorporates  these Conditions, either specifically  or  by
general  incorporation, then these Conditions will apply to  that
movement.   Specific quotations and tariffs constitute unilateral
offerings of rates and terms, including these Conditions, for the
movement  of  coal,  coke and iron ore on NS whether  NS  is  the
origin  carrier  or  is a connecting carrier in  a  joint  single
factor rate.
     
     However,  if there are provisions in an applicable contract,
tariff or quotation that are inconsistent with the terms of these
Conditions,  the  terms  of the applicable  contract,  tariff  or
quotation shall govern.

CONDITION 10  --  APPLICATION OF REFERENCED TARIFFS AND PUBLICATIONS

     These  Conditions incorporate and include the provisions  of
the following tariffs and

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publications (and their successor publications):

     Open and Prepay Station List OPSL 6000-Series
     Standard Transportation Commodity Code STCC 6001-Series
     Official Railway Equipment Register RER 6412-Series
     NS Mileage RPS 6301-Series
     Uniform Freight Committee UFC 6000-Series
     NS Switching NS 8001
     Demurrage Rules and Charges -- RPS 6004-Series and RPS 6008-Series
     Weighing and Reweighing NS 9790-Series
     Storage and Reshipment - NS Tariff - 4219-A
     Diversion and Reconsignment - NS Tariff -  9037-I
     Rules and Regulations - NS Tariff - 9219-B

CONDITION 15 -- ABSORPTION OF CONNECTING LINES SWITCHING CHARGES

     Rates  incorporating  these  Conditions  will  include  full
absorption  by  NS  of  reciprocal switching  charges  of  switch
carriers connecting with NS.
                                                                 
CONDITION 20 -- BILL OF LADING

     Transportation by NS under these Conditions shall be subject
to  the  terms of the Uniform Bill of Lading as contained in  the
Uniform Freight Classification UFC 6000-Series, as modified  from
time to time.

CONDITION 25 -- LOADING

     The  consignor/shipper shall load tendered rail cars to full
visible  capacity  unless  NS advises otherwise,  shall  load  in
accordance  with  the  provisions  of  any  applicable  contract,
quotation  or  tariff,  and shall notify NS  when  the  cars  are
loaded.

CONDITION 30 -- TRANSPORTATION

     NS  will  arrange for reasonable transportation and delivery
in  accordance with instructions shown on the Bill of Lading  and
other  conditions mutually agreed upon by the parties.   Separate
services not covered by the Bill of Lading or applicable contract
must  be  arranged  for separately with NS by  the  consignor  or
consignee.

CONDITION 35 -- UNLOADING

     Upon  arrival  and placement of rail cars for  unloading  at
destination, the consignee will be responsible for unloading cars
in a manner that does not damage equipment and for releasing cars
in  a  condition  suitable for reloading by another  shipper.  If
consignee fails to remove all lading or
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other  material from a car, the car shall not  be  considered  as
released  and  shall remain on applicable demurrage or  detention
until consignee releases the car in clean condition. If a car  is
not  properly  cleaned,  but is released and  removed,  then  the
railroad  discovering such failure may undertake to  remedy  such
failure  and  the consignee will be responsible for reimbursement
to the railroad for the cost, including associated switching.

     In  order for cars to be released, consignee must advise the
agent  of  the delivering railroad by telephone, or by fax  on  a
mutually  agreed form, that the cars are unloaded and  available.
Consignee must provide the name of the person furnishing the  car
initials and  numbers.

CONDITION 40 -- APPLICABLE TRANSPORTATION CHARGES

     The charges applicable to the transportation from origin  to
destination  will be those contained in the applicable  contract,
tariff  or quotation in effect on the shipping date, as reflected
on the Bill of Lading.

CONDITION 45 -- PAYMENT AND CREDIT

     The shipper or consignee holding the applicable contract  or
shipping  under a tariff or quotation shall be liable to  NS  for
payment  of  the transportation charges applying  on  a  shipment
delivered  by NS.  If credit is established by NS for  the  party
responsible for payment, the credit period shall be 15 days  from
delivery  of  the  shipments,  unless  otherwise  agreed  by  the
parties.  If  no  approved credit has been  established  and  the
charges  have  not  been  prepaid, NS  may  require  payment,  or
guarantee of payment, before making delivery.

     Placement  of cars by NS under a credit agreement  shall  be
deemed  acceptance of the shipment. Acceptance  of  the  shipment
shall  be deemed acceptance of responsibility for payment of  all
charges  occurring  on  the  shipment,  including  detention  and
switching  services performed at destination. All payments  shall
be  in  U.S.  money  and will not be reduced  to  offset  claims,
damages to property, or for other reasons.

CONDITION 50 -- CARRIER LIABILITY FOR LOSS OR DAMAGE TO LADING

     NS will assume liability for loss and damage under the terms
of  49  USC  11706 and the terms of the Uniform Bill  of  Lading,
provided  that where provisions maintained by other railroads  in
the  through  route differ, then the rules of the origin  carrier
will apply.