SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, DC 20549





                            FORM 8-K

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



Date of Report (Date of earliest event reported):  October 26, 1998



                   Cogeneration Corporation of America
         (Exact name of registrant as specified in its charter)



    Delaware                 1-9208               59-2076187
 (State or other    (Commission File Number)    (IRS Employer
  jurisdiction                              Identification Number)
of incorporation)


One Carlson Parkway, Suite 240, Minneapolis, Minnesota  55447-4454
(Address of principal executive offices)                (Zip Code)



Registrant's telephone number, including area code: (612) 745-7900


                                    
 (Former name or former address, if changed since last report)




Item 5.  Other Events.

     On April 30, 1996, NRG Energy, Inc. ("NRG Energy") acquired a 41.86%
interest  in Cogeneration Corporation of America ("CogenAmerica"  or  the
"Company")  pursuant to the Company's bankruptcy plan.  When the  Company
emerged from bankruptcy, four of its seven directors were nominees of NRG
Energy.   On May 1, 1997, the Company's Board of Directors increased  the
size  of  the  Board  from seven to eight members and elected  Robert  T.
Sherman,  Jr. to fill the vacancy.  In addition, the Board appointed  Mr.
Sherman  as  the Company's President and Chief Executive Officer.   As  a
result, at such time four of the Company's eight directors were executive
officers  of  NRG  Energy, with the remaining members  of  the  Board  of
Directors  consisting  of  Mr.  Sherman and  three  other  directors  who
constituted the Independent Directors Committee.

     On August 3, 1998, NRG Energy received an irrevocable proxy granting
it  the right for a limited period of time to vote 147,676 shares of  the
Company's  common  stock, par value $.01 per share (the "Common  Stock").
As  a  result of its receipt of such proxy, according to its most  recent
Schedule  13D  filing, NRG Energy now beneficially owns an  aggregate  of
3,254,288, or 47.6%, of the Common Stock.

    On September 14, 1998, NRG Energy sent a letter to David H. Peterson,
the  Company's  Chairman  and  NRG Energy's  President,  Chief  Executive
Officer  and Chairman, requesting that he call a special meeting  of  the
Company's  stockholders to consider the removal of Mr. Sherman  from  the
Company's  Board  of  Directors.  On such  date  NRG  Energy  also  filed
preliminary  solicitation  materials with  the  Securities  and  Exchange
Commission  (the  "SEC")  pursuant to Section  14(a)  of  the  Securities
Exchange Act of 1934, as amended, relating to a proposed solicitation  of
proxies  and  consents  from  the Company's stockholders  to  remove  Mr.
Sherman  from the Company's Board (the "Proxy Solicitation").  On October
8,  1998, NRG Energy filed definitive solicitation materials with the SEC
relating  to  the  Proxy Solicitation.  On October 26, 1998,  NRG  Energy
delivered to the Company's registered agent consents of the holders of in
excess  of 50% of the Company's outstanding Common Stock in favor of  Mr.
Sherman's  removal  from the Company's Board of  Directors.   Although  a
Bylaw  of  the Company purports to require that such action, if taken  by
written consent, be taken only by the consent of the holders of at  least
75%  of the outstanding shares of Common Stock, NRG Energy has taken  the
position that such Bylaw is invalid as a matter of state law and that the
delivery  of the above-referenced consents was sufficient to  effect  Mr.
Sherman's removal from the Board of Directors.  No court has ruled on the
validity  of the referenced Bylaw, and NRG Energy has indicated  that  it
intends  to continue with its Proxy Solicitation and to vote such proxies
as  it  then  holds in favor of the removal of Mr. Sherman at  a  special
meeting of stockholders which has been called for November 12, 1998.

     At  a  Board  of  Directors meeting held on October  27,  1998,  the
Company's  Chairman announced that NRG Energy had delivered the  consents
required  to  remove Mr. Sherman from the Board and that Mr. Sherman  was
therefore  no  longer  a director of the Company.  Mr.  Sherman  and  the
members of the Independent Directors Committee objected to this position,
and their objections were noted for the record by the Company's Chairman.
The  Chairman  then  presented  for action  several  items  of  business,
including  proposals to (i) appoint as  a director of the Company Michael




O'Sullivan, who is Vice President of NRG Energy's North American division
to fill the vacancy created by the removal of Mr. Sherman, (ii) terminate
Mr.  Sherman's employment agreement with the Company for cause and  (iii)
elect Julie A. Jorgensen, senior counsel of NRG Energy and a director  of
the  Company,  as  the  Company's interim president and  chief  executive
officer.  Each of the foregoing proposals was approved by the affirmative
vote of all of the directors of the Company who are also employed by  NRG
Energy, with the remaining directors present voting against each  of  the
proposals.   Mr.  Sherman has asserted that the delivery  of  the  above-
referenced consents was not legally sufficient to remove him from office.
He  has  filed  suit  in  the U.S. District Court  for  the  District  of
Minnesota,  which  among other things, challenges  the  validity  of  the
actions  taken  at the referenced Board meeting and seeks  to  delay  the
November  12th shareholders meeting.  The Company is  not a party to such
suit.

     Also on October 27, 1998, NRG Energy entered into a letter agreement
(the "Wexford Letter Agreement") with Wexford Management LLC ("Wexford"),
a  holder  of  443,976 shares, or approximately 6.4%, of the  outstanding
Common  Stock.  Under the Wexford Letter Agreement, Wexford delivered  to
NRG  Energy  a limited consent and proxy to  vote  the shares  of  Common
Stock held by Wexford in connection  with  the  Proxy Solicitation at the
meeting  of shareholders and any adjournment  thereof, but  in  no  event
after  November  30, 1998.  NRG  Energy  is  obligated  under the  Letter
Agreement  to  use  its best efforts not to oppose the  election  of  any
nominee of Wexford as a member of the Board of Directors of  the Company,
subject  to  NRG Energy's obligations under  the  Co-Investment Agreement
and  the  Company's  Amended  and  Restated  Certificate of Incorporation
and Bylaws.  On October 27, 1998, Wexford asked its designee to the Board
of Directors, Spyros S. Skouras, Jr., to tender his resignation from  the
Board.
                                    
                                    

                                    
                                Signature
                                    
     Pursuant to the requirements of the Securities Exchange Act of 1934,
as  amended, the registrant has duly caused this report to be  signed  on
its behalf by the undersigned hereunto duly authorized.

                         COGENERATION CORPORATION OF AMERICA



                         By: /s/  Timothy P. Hunstad
                         Name:  Timothy P. Hunstad
                         Title:Vice President and Chief Financial Officer


Date:  November 10, 1998