CALIFORNIA ENERGY CO INC
8-K, 1994-03-07
STEAM & AIR-CONDITIONING SUPPLY
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                  Securities and Exchange Commission

                         Washington, DC  20549

                               Form 8-K

                            Current Report

                Pursuant to Section 13 to 15(d) of the
                     Securities Exchange Act 1934


                    Date of Report March 1, 1994  
                   (Date of earliest event reported)




                California Energy Company, Inc.                       
        (Exact name of registrant as specified in its charter)




      Delaware             1-9874                  94-2213782         
(State of other       (Commission File          (IRS Employer
jurisdiction of        Number)                  Identification No)
incorporation)   



      10831 Old Mill Road       Omaha, Nebraska         68154         
(Address of principal executive offices)               Zip Code



Registrant's Telephone Number, including area code: (402)330-8900



                           N/A                                        
     (Former name or former address, if changed since last report)
<PAGE>
ITEM 5.  Other Events

      On March 1, 1994, the Registrant announced the filing with
the Securities and Exchange Commission of an S-3 Registration
Statement for the planned offering in March of its senior
discount notes due 2004.  The Registrant intends to raise
approximately $400,000,000 of gross proceeds from the offering of
the senior discount notes.  A copy of the press release (which in
no way constitutes an offer to sell or a solicitation of an offer
to buy the notes, nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State) issued by the Registrant is
set forth as Exhibit 1 hereto and is incorporated herein by
reference.



ITEM 7.  Financial Statements and Exhibits
      
      Exhibit 1 - Press Release dated March 1, 1994.

<PAGE>

      
                               SIGNATURE

      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.

                                California Energy Company, Inc.



                                By:   /s/Steven A. McArthur           
                                      Steven A. McArthur
                                      Senior Vice President

Dated:  March 7, 1994
<PAGE>


                                                        EXHIBIT 7

FOR IMMEDIATE RELEASE

David L. Sokol, President and Chief Executive Officer      (402) 330-8900
John G. Sylvia, Vice President and Chief Financial Officer (402) 330-8900
David W. Cox, Vice President                               (402) 330-8900


                CALIFORNIA ENERGY FILES REGISTRATION STATEMENT
                           FOR SENIOR DISCOUNT NOTES

       OMAHA, NEBRASKA, March 1, 1994 -- California Energy Company, Inc. (NYSE,
PSE and LSE symbol: CE) announced today the filing with the Securities and
Exchange Commission of an S-3 Registration Statement for the planned offering
in March of its Senior Discount Notes due 2004.  The Company intends to raise
approximately $400,000,000 of gross proceeds from the offering of the Senior
Discount Notes.

       If the offering is consummated, the Company intends to use the net
proceeds 
(i) to fund equity investments in, and the construction costs of, geothermal
power projects presently planned in the Philippines and Indonesia, (ii) to
fund equity investments in, and loans to, other potential international and
domestic private power projects and related facilities, (iii) for corporate
or project acquisitions permitted under the proposed Indenture and (iv) for
other general corporate purposes.  The Company would intend that, as project
loans are repaid, the Company may use the proceeds again for any of such
uses.

       The Company intends to offer the Senior Discount Notes through an
underwriting group managed by Lehman Brothers Inc., Salomon Brothers Inc.,
Donaldson, Lufkin & Jenrette Securities Corporation and Bear, Stearns & Co.,
Inc.

       A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective. 
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective.  This press release
shall not constitute an offer to sell, or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.

       California Energy Company is an international developer, owner and
operator of geothermal and other environmentally responsible power generation
facilities.


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