SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  20549


                          __________________________________
                              AMENDMENT NO. 2 TO

                                  FORM 8-K

                                CURRENT REPORT

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


                       Date of Original Form 8-K Report: March 16, 1998
                           Date of Amendment No. 1: March 19, 1998
                          Date of Amendment No. 2:  March 31, 1998

                                  TRIGEN ENERGY CORPORATION


Delaware			              1-13264			                    13-3378939
- ---------------			       -------------------		         ------------------
State of			              Commission File No.		         IRS Employer ID
Incorporation

One Water Street
White Plains, NY  						                                10601
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Address of Principal						                               Zip Code
Executive Offices

                                914-286-6600
                              -------------------
                         Registrant's telephone number




Item 4.	Change in Registrant's Certifying Accountant

   	Reference is made to Form 8-K dated March 16, 1998 with the following 
information.  This is to advise that the following information is accurate as of
March 31, 1998.

  	The principal accountant for Trigen Energy Corporation and its wholly owned 
subsidiaries (collectively the "Company") for the fiscal years ending 
December 31, 1994, December 31, 1995, December 31, 1996 and December 31, 1997
was KPMG Peat Marwick LLP ("KPMG").  The Company has made a decision to 
change the Company's principal accountant for the Company's fiscal year 
ending December 31, 1998, for the reason set forth below. The Audit Committee
of the Company has approved this determination.  

    KPMG is also in the business of providing consulting services to clients 
with respect to issues related to the energy business. In 1997, a dispute 
arose between the Company and the consulting services division of KPMG with 
respect to the conduct of consulting services provided to a third party. That
dispute was not resolved to the satisfaction of the Company. The change in 
principal accountant is not due to any matter regarding KPMG's accounting 
services.  KPMG's report on the financial statements of the C any 
disagreement with KPMG on any matter of accounting principles or practices, 
financial statement disclosure, or auditing scope or procedure, which 
disagreement, if not resolved to the satisfaction of KPMG, would have caused
it to make reference to the subject matter of the disagreement in connection
with its report.  
	
   	The Audit Committee intends to recommend a new principal accountant for
selection by the Board of Directors following an appropriate set of 
interviews of various accounting firms being conducted by the management of 
the Company and recommendation to the Audit Committee. Therefore, no 
accountant will be presented to the shareholders of the Company for 
ratification at the Company's annual meeting of shareholders, which will take
place on May 13, 1998.

  	A copy of this Amendment No. 2 to Form 8-K is being delivered to KPMG at 
the same time as it is being filed with the Securities and Exchange 
Commission (the "Commission").  KPMG is entitled to communicate to the 
Commission in writing responding to this Amendment No. 2 to Form 8-K. The 
Company has requested that KPMG provide the Company with  a copy of any 
such letter, which the Company will file with the Commission as an exhibit 
to this Amendment No. 2 to Form 8-K within two business days of receipt. 



                                       SIGNATURES

    	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 hereunto duly authorized.


                               					TRIGEN ENERGY CORPORATION


Date: March 31, 1998 			            By:  /s/  Richard E. Kessel
							                                 Richard E. Kessel,
                                        Executive Vice President