As filed with the Securities and Exchange Commission on September 17, 1999
                                       Registration No. 333-____


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                    ---------------------------------

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933
                    ____________________________________

                          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 No.)

      One Water Street                                  10601
    White Plains, New York                            (Zip Code)
 (Address of principal executive offices)

                      1994 Employee Stock Purchase Plan
                          (Full Title of the Plan)

                              EUGENE E. MURPHY
                       Vice President, General Counsel
                                and Secretary
                          Trigen Energy Corporation
                              One Water Street
                        White Plains, New York  10601
                   (Name and address of agent for service)

                               (914) 286-6600

        (Telephone number, including area code, of agent for service)
                              -----------------
                                 Copies to:

                            E. WILLIAM BATES, II
                               King & Spalding
                         1185 Avenue of the Americas
                          New York, New York 10036
                               (212) 556-2100

                     ----------------------------------

                       CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------
Title of Securities to   Amount       Proposed      Proposed     Amount of
be Registered            to be        Maximum       Maximum      Registra
                         Registered   Offering      Aggregate    tion
                                      Price         Offering     Fee
                                      Per Unit (1)  Price (1)
---------------------------------------------------------------------------
Common Stock, $.01 par   200,000      $ 18.31       $3,662,000   $1,018.04
value
---------------------------------------------------------------------------

(1)   Estimated solely for the purpose of calculating the registration fee in
accordance  with  Rule 457(h) based upon the average of the  high  and  low
reported  sales  price of Registrant's common stock on the New  York  Stock
Exchange as of  September 14, 1999.
----------------------------------------------------------------------------


<PAGE>
                                   PART II


             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

     The  following  documents have been previously filed by Trigen  Energy
Corporation (the "Company") with the Securities and Exchange Commission and
are hereby incorporated by reference into this Registration Statement as of
their respective dates:

          (1)  The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1998;

          (2)   All reports filed by the Company pursuant to Section  13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), since December 31, 1998; and

          (3)   The  description of the Company's common stock, par  value
     $.01,  contained in the Company's Form 10 Registration Statement (File
     No.  1-13264) filed under the Securities and Exchange Act of 1934 (the
     "Exchange  Act"),  including any amendment or report filed for the
     purposes of updating such description.

     All  documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereunder have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of the filing of such documents.

Item 4.  Description of Securities.

     Inapplicable.

Item 5.  Interest of Named Experts and Counsel.

     Inapplicable.

Item 6.  Indemnification of Directors and Officers.

     On August 10, 1994 the Company adopted a Restated  Certificate of
Incorporation (the "Restated Certificate") and Restated and Amended Bylaws
(the "Bylaws").   The Restated Certificate and Bylaws, as well as the
Delaware General Corporation Law (the "DGCL"), provide for the
indemnification by the Company of, and advancement of  expenses  to,  its
directors, officers, employees and agents.  The Company maintains insurance
coverage for its directors and officers with respect to certain liabilities
incurred in their capacities as such and insuring the Company against
payments which it becomes obligated to make to such persons under the
foregoing indemnification provisions.

     In  accordance with Section 102(b)(7) of the DGCL, Article VIII of the
Restated Certificate provides that a director of the Company shall  not  be
personally liable to the Company or its stockholders for monetary  damages
for violations of the director's fiduciary duty, except (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) pursuant to Section  174  of
the DGCL (which provides for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions)  or  (iv)  for  any
transaction from which a director derived an improper  personal  benefit.
The personal liability of a director shall be further limited in the event
of and to the extent of any amendment to the DGCL.

     In accordance with Section 145 of the DGCL, Article VI of the bylaws
provides that the Company shall indemnify any person who was or is made a
party to or is threatened to be made a party to or is otherwise  involved
in, any action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that such person, or a person for
whom he is a legal representative, was or is a director of the Company, or
is or was serving at the request of the Company as director of another
corporatio or enterprise, against all expense, liability and loss
(including attorneys' fees, judgements, fines, ERISA excise taxes or
penalties and amounts to be paid in settlement) reasonably incurred by such
person in connection therewith.  The Company has the power to indemnify any
officer, employee or agent of the Company under the same conditions  as
specified for directors.

     To  the extent that a director or, if applicable, an officer, employee
or agent, of the Company is successful (on the merits or otherwise) in the
defense of  any action referred to above, the Company must indemnify  such
person against the expenses actually and reasonably incurred.

Item 7.  Exemptions from Registration Claimed.

     Inapplicable.

Item 8.  Exhibits.

        Exhibit                 Description
        -------   -----------------------------------

        4.1     Restated  Certificate of  Incorporation
                (incorporated by reference to
                Exhibit 3.1 to the Company's
                Registration  Statement on Form S-1
                (File No. 33-80410)).

        4.2     Restated and Amended Bylaws
                (incorporated by reference to
                Exhibit 3.2 to the Company's
                Registration Statement on Form S-1
                (File No. 33-80410)).

        23.1    Consent of KPMG LLP.

        23.2    Consent of Arthur Andersen LLP.

        99.1    Trigen Energy Corporation 1994
                Employee Stock Purchase Plan
                (incorporated by reference to Exhibit
                99.2 of the Company's Registration
                Statement on Form S-8 (File No. 33-
                83736)).

        99.2    Amendment No. 1 to Trigen Energy
                Corporation 1994 Employee Stock
                Purchase Plan.

Item 9.   Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales  are  being
          made, a post-effective amendment to this Registration Statement:

          (i)  to include any prospectus required by Section 10(a)(3)  of
               the Securities Act of 1933;

          (ii) to reflect  in  the prospectus any facts or events arising
               after the effective date of the registration statement (or
               the most  recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental
               change in the information set forth in the registration
               statement.  Notwithstanding the foregoing, any increase or
               decrease in volume  of securities offered  (if  the  total
               dollar value of securities offered would not exceed that
               which was registered) and any deviation from the low or high
               end of the estimated maximum offering range may be reflected
               in the form of prospectus filed with the Commission pursuant
               to  Rule 424(b) if, in the aggregate, the changes in volume
               and price represent no more than 20 percent change in the
               maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.

         (iii) to include any material information with respect to the
               plan of distribution not previously disclosed in the
               Registration Statement or any material change to such
               information in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3, Form S-8 or Form F-
     3, and the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed
     with or furnished to the Commission by the registrant  pursuant  to
     Section 13 or Section 15(d) of the Securities Exchange Act  of  1934
     that are incorporated by reference in the registration statement.

     (2)  That, for purposes of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

     (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each
     filing of the registrant's annual report pursuant to Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant  to
     Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to  the foregoing
     provisions, or otherwise, the registrant has been advised that in  the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Securities Act  of  1933
     and is, therefore, unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than the payment by
     the registrant of expenses incurred or paid by a director, officer  or
     controlling person of the registrant in the successful defense of  any
     action, suit or proceeding) is asserted by such director, officer  or
     controlling person in connection with the securities being registered,
     the Registrant will, unless in the opinion of its counsel the  matter
     has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and  will be
     governed by the final adjudication of such issue.

                                   EXPERTS

       The consolidated financial statements of the Company as of
December 31, 1998 and for the year ending December 31, 1998 have been
audited by Arthur Andersen LLP, independent auditors, as set forth in their
report thereon filed with the Company's Form 10-K for the year ended
December 31, 1998, incorporated by reference herein.  The consolidated
financial statements of the Company as of December 31, 1997 and for each of
the years in the two-year period ending December 31, 1997 have been audited
by KPMG LLP, independent auditors, as set forth in their report thereon
filed with the Company's Form 10-K for the year ended December 31, 1998,
incorporated by reference herein.  Such financial statements are, and
audited financial statements to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Arthur
Andersen LLP and KPMG LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange
Commission) given on the authority of such firms as experts in accounting
and auditing.

<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of White Plains, State of New York
on this 17th day of September, 1999.

                                   TRIGEN ENERGY CORPORATION


                                   By:      /s/  Thomas R. Casten
                                       --------------------------
                                        Thomas R. Casten
                                        Director, President and
                                        Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below  constitutes  and appoints Mr. Thomas R. Casten and Mr.
Richard E. Kessel and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for such
person and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this Registration Statement, and to file
the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto  said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully and to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.


          Signature                Title                          Date


  /s/  Thomas R. Casten  Director, President and Chief Executive 9/10/99
-----------------------  Officer (Principal Executive Officer)
   Thomas R. Casten

  /s/  Richard E. Kessel Director, Executive Vice President,     9/10/99
------------------------ Chief Operating Officer
     Richard E. Kessel


 /s/  Martin S. Stone    Vice President-Finance, Chief Financial 9/13/99
------------------------ Officer (Principal Financial Officer)
     Martin S. Stone

  /s/  Daniel J. Samela  Controller (Principal Accounting Officer)9/13/99
------------------------
     Daniel J. Samela

  /s/   George F. Keane  Director and Chairman of the Board      9/14/99
------------------------
     George F. Keane


______________________   Director                                _____
     Michel Bleitrach

  /s/  Olivier Degos     Director                               9/17/99
----------------------
     Olivier Degos


_______________________  Director                                _____
 Dominique Mangin d'Ouince


______________________   Director                                _____
     Patrick Buffet


______________________   Director                                _____
     Philippe Brongniart

/s/  Charles E. Bayless  Director                                9/16/99
-----------------------
     Charles E. Bayless


<PAGE>


                                EXHIBIT INDEX


       Exhibit                   Description
       -------                   -----------

        4.1           Restated Certificate of Incorporation
                      (incorporated by reference to Exhibit 3.1 to
                      the Company's  Registration Statement on
                      Form S-1 (File No. 33-80410)).

        4.2           Restated and Amended Bylaws (incorporated  by
                      reference to Exhibit 3.2 to the Company's
                      Registration Statement on Form S-1 (File No.
                      33-80410)).

        23.1          Consent of KPMG LLP.


        23.2          Consent of Arthur Andersen LLP.

        99.1          Trigen Energy Corporation 1994 Employee  Stock
                      Purchase  Plan (incorporated by  reference  to
                      Exhibit  99.2  of  the Company's  Registration
                      Statement on Form S-8 (File No. 33-83736)).

        99.2          Amendment No. 1 to Trigen Energy Corporation
                      1994 Employee Stock Purchase Plan.



<PAGE>

                                             EXHIBIT 23.1



                     CONSENT OF INDEPENDENT ACCOUNTANTS


The Board of Directors
Trigen Energy Corporation

We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" herein.



/s/  KPMG LLP

September 14, 1999
Stamford, CT



<PAGE>

                                             EXHIBIT 23.2



                             ARTHUR ANDERSEN LLP



As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 8,
1999 included in Trigen Energy Corporation and subsidiaries' Form 10-K for
the year ended December 31, 1998 and to all references to our Firm included
in this registration statement.



                         /s/  Arthur Andersen LLP

Stamford, Connecticut
September 14, 1999



<PAGE>

                                             EXHIBIT 99.2


                           AMENDMENT NUMBER ONE TO
                          TRIGEN ENERGY CORPORATION
                      1994 EMPLOYEE STOCK PURCHASE PLAN


     Pursuant to the power reserved in Section 18 of the Trigen Energy
Corporation 1994 Employee Stock Purchase Plan, Section 5 of the Plan is
amended to read as follows:

          SECTION 5.  Stock Available for Options.

               There shall be 400,000 shares of Stock available for
               purchase from Trigen upon the exercise of options granted
               under Section 12 of this Plan, 200,000 of which shall be the
               shares initially made available under this Plan.  Any shares
               of Stock which are subject to options granted as of the
               first day of a Purchase Period but which are not purchased
               on the related Exercise Date shall again become available
               under this Plan.

     This Amendment Number One shall be effective as of September 8, 1999
subject to the approval of this Amendment Number One by Trigen Energy
Corporation's shareholders at the Annual Meeting of such shareholders in
2000.


     Adopted by the Board of Directors on September 8, 1999.
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As filed with the Securities and Exchange Commission on September 17, 1999
                                       Registration No. 333-____

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                    ---------------------------------

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933
                    ____________________________________

                          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 No.)

      One Water Street                                  10601
    White Plains, New York                            (Zip Code)
 (Address of principal executive offices)

                      1994 Employee Stock Purchase Plan
                          (Full Title of the Plan)

                              EUGENE E. MURPHY
                       Vice President, General Counsel
                                and Secretary
                          Trigen Energy Corporation
                              One Water Street
                        White Plains, New York  10601
                   (Name and address of agent for service)

                               (914) 286-6600

        (Telephone number, including area code, of agent for service)
                              -----------------
                                 Copies to:

                            E. WILLIAM BATES, II
                               King & Spalding
                         1185 Avenue of the Americas
                          New York, New York 10036
                               (212) 556-2100

                     ----------------------------------

                       CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------
Title of Securities to   Amount       Proposed      Proposed     Amount of
be Registered            to be        Maximum       Maximum      Registra
                         Registered   Offering      Aggregate    tion
                                      Price         Offering     Fee
                                      Per Unit (1)  Price (1)
---------------------------------------------------------------------------
Common Stock, $.01 par   200,000      $ 18.31       $3,662,000   $1,018.04
value
---------------------------------------------------------------------------

(1)   Estimated solely for the purpose of calculating the registration fee in
accordance  with  Rule 457(h) based upon the average of the  high  and  low
reported  sales  price of Registrant's common stock on the New  York  Stock
Exchange as of  September 14, 1999.
----------------------------------------------------------------------------
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The  following  documents have been previously filed by Trigen  Energy
Corporation (the "Company") with the Securities and Exchange Commission and
are hereby incorporated by reference into this Registration Statement as of
their respective dates:

          (1)  The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1998;

          (2)   All reports filed by the Company pursuant to Section  13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), since December 31, 1998; and

          (3)   The  description of the Company's common stock, par  value
     $.01,  contained in the Company's Form 10 Registration Statement (File
     No.  1-13264) filed under the Securities and Exchange Act of 1934 (the
     "Exchange  Act"),  including any amendment or report filed for the
     purposes of updating such description.

     All  documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereunder have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of the filing of such documents.

Item 4.  Description of Securities.

     Inapplicable.

Item 5.  Interest of Named Experts and Counsel.

     Inapplicable.

Item 6.  Indemnification of Directors and Officers.

     On August 10, 1994 the Company adopted a Restated  Certificate of
Incorporation (the "Restated Certificate") and Restated and Amended Bylaws
(the "Bylaws").   The Restated Certificate and Bylaws, as well as the
Delaware General Corporation Law (the "DGCL"), provide for the
indemnification by the Company of, and advancement of  expenses  to,  its
directors, officers, employees and agents.  The Company maintains insurance
coverage for its directors and officers with respect to certain liabilities
incurred in their capacities as such and insuring the Company against
payments which it becomes obligated to make to such persons under the
foregoing indemnification provisions.

     In  accordance with Section 102(b)(7) of the DGCL, Article VIII of the
Restated Certificate provides that a director of the Company shall  not  be
personally liable to the Company or its stockholders for monetary  damages
for violations of the director's fiduciary duty, except (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) pursuant to Section  174  of
the DGCL (which provides for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions)  or  (iv)  for  any
transaction from which a director derived an improper  personal  benefit.
The personal liability of a director shall be further limited in the event
of and to the extent of any amendment to the DGCL.

     In accordance with Section 145 of the DGCL, Article VI of the bylaws
provides that the Company shall indemnify any person who was or is made a
party to or is threatened to be made a party to or is otherwise  involved
in, any action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that such person, or a person for
whom he is a legal representative, was or is a director of the Company, or
is or was serving at the request of the Company as director of another
corporatio or enterprise, against all expense, liability and loss
(including attorneys' fees, judgements, fines, ERISA excise taxes or
penalties and amounts to be paid in settlement) reasonably incurred by such
person in connection therewith.  The Company has the power to indemnify any
officer, employee or agent of the Company under the same conditions  as
specified for directors.

     To  the extent that a director or, if applicable, an officer, employee
or agent, of the Company is successful (on the merits or otherwise) in the
defense of  any action referred to above, the Company must indemnify  such
person against the expenses actually and reasonably incurred.

Item 7.  Exemptions from Registration Claimed.

     Inapplicable.

Item 8.  Exhibits.

        Exhibit                 Description
        -------   -----------------------------------

        4.1     Restated  Certificate of  Incorporation
                (incorporated by reference to
                Exhibit 3.1 to the Company's
                Registration  Statement on Form S-1
                (File No. 33-80410)).

        4.2     Restated and Amended Bylaws
                (incorporated by reference to
                Exhibit 3.2 to the Company's
                Registration Statement on Form S-1
                (File No. 33-80410)).

        23.1    Consent of KPMG LLP.

        23.2    Consent of Arthur Andersen LLP.

        99.1    Trigen Energy Corporation 1994
                Employee Stock Purchase Plan
                (incorporated by reference to Exhibit
                99.2 of the Company's Registration
                Statement on Form S-8 (File No. 33-
                83736)).

        99.2    Amendment No. 1 to Trigen Energy
                Corporation 1994 Employee Stock
                Purchase Plan.

Item 9.   Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales  are  being
          made, a post-effective amendment to this Registration Statement:

          (i)  to include any prospectus required by Section 10(a)(3)  of
               the Securities Act of 1933;

          (ii) to reflect  in  the prospectus any facts or events arising
               after the effective date of the registration statement (or
               the most  recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental
               change in the information set forth in the registration
               statement.  Notwithstanding the foregoing, any increase or
               decrease in volume  of securities offered  (if  the  total
               dollar value of securities offered would not exceed that
               which was registered) and any deviation from the low or high
               end of the estimated maximum offering range may be reflected
               in the form of prospectus filed with the Commission pursuant
               to  Rule 424(b) if, in the aggregate, the changes in volume
               and price represent no more than 20 percent change in the
               maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.

         (iii) to include any material information with respect to the
               plan of distribution not previously disclosed in the
               Registration Statement or any material change to such
               information in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3, Form S-8 or Form F-
     3, and the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed
     with or furnished to the Commission by the registrant  pursuant  to
     Section 13 or Section 15(d) of the Securities Exchange Act  of  1934
     that are incorporated by reference in the registration statement.

     (2)  That, for purposes of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

     (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each
     filing of the registrant's annual report pursuant to Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant  to
     Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to  the foregoing
     provisions, or otherwise, the registrant has been advised that in  the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the Securities Act  of  1933
     and is, therefore, unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than the payment by
     the registrant of expenses incurred or paid by a director, officer  or
     controlling person of the registrant in the successful defense of  any
     action, suit or proceeding) is asserted by such director, officer  or
     controlling person in connection with the securities being registered,
     the Registrant will, unless in the opinion of its counsel the  matter
     has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and  will be
     governed by the final adjudication of such issue.

                                   EXPERTS

       The consolidated financial statements of the Company as of
December 31, 1998 and for the year ending December 31, 1998 have been
audited by Arthur Andersen LLP, independent auditors, as set forth in their
report thereon filed with the Company's Form 10-K for the year ended
December 31, 1998, incorporated by reference herein.  The consolidated
financial statements of the Company as of December 31, 1997 and for each of
the years in the two-year period ending December 31, 1997 have been audited
by KPMG LLP, independent auditors, as set forth in their report thereon
filed with the Company's Form 10-K for the year ended December 31, 1998,
incorporated by reference herein.  Such financial statements are, and
audited financial statements to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Arthur
Andersen LLP and KPMG LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange
Commission) given on the authority of such firms as experts in accounting
and auditing.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of White Plains, State of New York
on this 17th day of September, 1999.

                                   TRIGEN ENERGY CORPORATION

                                   By:      /s/  Thomas R. Casten
                                       --------------------------
                                        Thomas R. Casten
                                        Director, President and
                                        Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below  constitutes  and appoints Mr. Thomas R. Casten and Mr.
Richard E. Kessel and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for such
person and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this Registration Statement, and to file
the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto  said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully and to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

          Signature                Title                          Date

  /s/  Thomas R. Casten  Director, President and Chief Executive 9/10/99
-----------------------  Officer (Principal Executive Officer)
   Thomas R. Casten

  /s/  Richard E. Kessel Director, Executive Vice President,     9/10/99
------------------------ Chief Operating Officer
     Richard E. Kessel

 /s/  Martin S. Stone    Vice President-Finance, Chief Financial 9/13/99
------------------------ Officer (Principal Financial Officer)
     Martin S. Stone

  /s/  Daniel J. Samela  Controller (Principal Accounting Officer)9/13/99
------------------------
     Daniel J. Samela

  /s/   George F. Keane  Director and Chairman of the Board      9/14/99
------------------------
     George F. Keane

______________________   Director                                _____
     Michel Bleitrach

  /s/  Olivier Degos     Director                               9/17/99
----------------------
     Olivier Degos

_______________________  Director                                _____
 Dominique Mangin d'Ouince

______________________   Director                                _____
     Patrick Buffet

______________________   Director                                _____
     Philippe Brongniart

/s/  Charles E. Bayless  Director                                9/16/99
-----------------------
     Charles E. Bayless
EXHIBIT INDEX

       Exhibit                   Description
       -------                   -----------

        4.1           Restated Certificate of Incorporation
                      (incorporated by reference to Exhibit 3.1 to
                      the Company's  Registration Statement on
                      Form S-1 (File No. 33-80410)).

        4.2           Restated and Amended Bylaws (incorporated  by
                      reference to Exhibit 3.2 to the Company's
                      Registration Statement on Form S-1 (File No.
                      33-80410)).

        23.1          Consent of KPMG LLP.

        23.2          Consent of Arthur Andersen LLP.

        99.1          Trigen Energy Corporation 1994 Employee  Stock
                      Purchase  Plan (incorporated by  reference  to
                      Exhibit  99.2  of  the Company's  Registration
                      Statement on Form S-8 (File No. 33-83736)).

        99.2          Amendment No. 1 to Trigen Energy Corporation
                      1994 Employee Stock Purchase Plan.
EXHIBIT 23.1

                     CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Trigen Energy Corporation

We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" herein.

/s/  KPMG LLP

September 14, 1999
Stamford, CT
EXHIBIT 23.2

                             ARTHUR ANDERSEN LLP

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 8,
1999 included in Trigen Energy Corporation and subsidiaries' Form 10-K for
the year ended December 31, 1998 and to all references to our Firm included
in this registration statement.

                         /s/  Arthur Andersen LLP

Stamford, Connecticut
September 14, 1999
EXHIBIT 99.2

                           AMENDMENT NUMBER ONE TO
                          TRIGEN ENERGY CORPORATION
                      1994 EMPLOYEE STOCK PURCHASE PLAN

     Pursuant to the power reserved in Section 18 of the Trigen Energy
Corporation 1994 Employee Stock Purchase Plan, Section 5 of the Plan is
amended to read as follows:

          SECTION 5.  Stock Available for Options.

               There shall be 400,000 shares of Stock available for
               purchase from Trigen upon the exercise of options granted
               under Section 12 of this Plan, 200,000 of which shall be the
               shares initially made available under this Plan.  Any shares
               of Stock which are subject to options granted as of the
               first day of a Purchase Period but which are not purchased
               on the related Exercise Date shall again become available
               under this Plan.

     This Amendment Number One shall be effective as of September 8, 1999
subject to the approval of this Amendment Number One by Trigen Energy
Corporation's shareholders at the Annual Meeting of such shareholders in
2000.

     Adopted by the Board of Directors on September 8, 1999.