Exhibit 10.24.2

                         SIDE AGREEMENT

     This SIDE AGREEMENT (the "Agreement") is entered into as of
March 1, 1996 by and among O'Brien (Schuylkill) Cogeneration,
Inc., a Delaware corporation ("O'Brien"), Adwin (Schuylkill)
Cogeneration, Inc., a Pennsylvania corporation ("Adwin"), and
Trigen-Schuylkill Cogeneration, Inc., a Pennsylvania corporation
("Trigen").  O'Brien, Adwin and Trigen will sometimes be referred
to collectively as the "Partners" and individually as a
"Partner."

                           BACKGROUND

     WHEREAS, the Partners have as of the date hereof entered
into that certain Acquisition Agreement (the "Acquisition
Agreement"), pursuant to which O'Brien and Adwin are together
selling to Trigen a one-third general partnership interest in
Grays Ferry Cogeneration Partnership (the "Partnership");

     NOW, THEREFORE, the Partners, intending to be legally bound
agree as follows:

     1.   Sections 7 and 8 of the Acquisition Agreement set forth
certain conditions to the obligations of the Partners and the
authority of the Escrow Agent (as defined in the Acquisition
Agreement) to break escrow.  The Partners agree that it shall be
an additional condition to the obligations of the Partners and to
the breaking of escrow that the partners shall have executed an
agreement with regard to the consents referenced in Sections 7.6
and 8.4 of the Acquisition Agreement and similar consents, in
form and substance satisfactory to the Partners, in which the
partners agree to use their best efforts to preserve the benefit
of such consents for the Partners unless partnership counsel
advises that it is legally imprudent to execute such an
agreement.

     IN WITNESS WHEREOF, the Partners have signed this Agreement
letter as of the date set forth above.

                         O'Brien (Schuylkill) Cogeneration, Inc.

                         By: /s/ Sanders Newman


                         Adwin (Schuylkill) Cogeneration, Inc.

                         By: /s/ William Brady


                         Trigen-Schuylkill Cogeneration, Inc.

                         By: /s/ S.B. Smith