SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________________
AMENDMENT NO. 1 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: March 19, 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
- ----------------------- -------------
Address of Principal Zip Code
Executive Offices
914-286-6600
-------------------
Registrant's telephone number
<PAGE>
Item 4. Change in Registrant's Certifying Accountant
On Tuesday, March 17, 1998, Trigen Energy Corporation (the
"Company") filed a Form 8-K Report, File No. 1-13264, in part to
report on a change in the Company's Certifying Accountant.
Attached hereto as Exhibit A is a copy of the letter to the
Securities and Exchange Commission, dated March 17, 1998, which
KPMG Peat Marwick LLP has furnished to us for filing herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned hereunto duly authorized.
TRIGEN ENERGY CORPORATION
Date: March 19, 1998 By: /s/ Richard E. Kessel
----------------------------
Richard E. Kessel,
Executive Vice President
<PAGE>
EXIBIT A
(LOGO)
KPMG Peat Marwick LLP
Stamford Square Telephone 203 356 9800 Telefax 203 967 3503
3001 Summer Street
Stamford, CT 06905
March 17, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously engaged as principal accountant to audit the
consolidated financial statements of Trigen Energy Corporation
and subsidiaries as of and for the year ended December 31, 1997.
We expect to issue our audit report thereon by March 30, 1998.
(Under the date of March 24, 1997, we reported on the
consolidated financial statements of Trigen Energy Corporation
and subsidiaries as of December 31, 1996 and 1995, and for each
of the years in the three-year period ended December 31, 1996).
On March 16, 1998, we were notified that we would not be engaged
to audit the consolidated financial statements of Trigen Energy
Corporation and subsidiaries as of and for the year ended
December 31, 1998. We have read Trigen Energy Corporation's
statements included under Item 4 of its Form 8-K dated March 16,
1998, and we agree with such statements, except that we are not
in a position to agree or disagree with Trigen Energy
Corporation's stated reason for not engaging us to audit its
financial statements as of and for the year ended December 31,
1998 or Trigen Energy Corporation's statement that the change was
approved by the Audit committee.
Very truly yours,
/s/ KPMG Peat Marwick LLP
