SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON D.C.  20549

                               ______________________

                              FORM 10-QA - Amendment 1

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

                           For the quarterly period ended

                                September 30, 1994  

                             Commission File No. 1-9874

                           CALIFORNIA ENERGY COMPANY, INC.
               (Exact name of registrant as specified in its charter)

            Delaware                                         94-2213782   
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                            Identification No.)

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

Registrant's telephone number, including area code   (402) 330-8900 


Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

       Yes    X                                           No        

           
Former name, former address and former fiscal year, if changed
since last report.           N/A           

32,229,584 shares of Common Stock, $0.0675 par value were
outstanding as of September 30, 1994.
<PAGE>

                          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 thereunto duly authorized.



                                  CALIFORNIA ENERGY COMPANY, INC.

                                       /s/    John G. Sylvia
Date: November 14, 1994                                                   
                                       John G. Sylvia
                                       Senior Vice President and 
                                       Chief Financial Officer


                                       /s/    Gregory E. Abel          
                                                                          
                                       Gregory E. Abel
                                       Vice President, Controller and
                                       Chief Accounting Officer


<PAGE>
                                    EXHIBIT INDEX

Exhibit                                                                  Page
  No.                                                                     No.



  11            Calculation of Earnings Per Share                          40

  15            Awareness Letter of Independent Accountants                41

  27            Financial Data Schedule                                    42


<TABLE> <S> <C>

<ARTICLE>        5
<MULTIPLIER>     1,000
       
<S>                                <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                                             DEC-31-1994
<PERIOD-END>                                                  SEP-30-1994
<CASH>                                                            470,817
<SECURITIES>                                                            0
<RECEIVABLES>                                                      33,901
<ALLOWANCES>                                                            0
<INVENTORY>                                                             0
<CURRENT-ASSETS>                                                        0
<PP&E>                                                            616,823
<DEPRECIATION>                                                     89,956
<TOTAL-ASSETS>                                                  1,087,064
<CURRENT-LIABILITIES>                                                   0
<BONDS>                                                           521,375
                                              62,350
                                                             0
<COMMON>                                                            2,407
<OTHER-SE>                                                        236,769
<TOTAL-LIABILITY-AND-EQUITY>                                    1,087,046
<SALES>                                                           117,208
<TOTAL-REVENUES>                                                  139,188
<CGS>                                                                   0
<TOTAL-COSTS>                                                      23,887
<OTHER-EXPENSES>                                                   17,434
<LOSS-PROVISION>                                                        0
<INTEREST-EXPENSE>                                                 36,962
<INCOME-PRETAX>                                                    45,466
<INCOME-TAX>                                                       14,067
<INCOME-CONTINUING>                                                31,399
<DISCONTINUED>                                                          0
<EXTRAORDINARY>                                                    (2,007)
<CHANGES>                                                               0
<NET-INCOME>                                                       29,392
<EPS-PRIMARY>                                                         .71
<EPS-DILUTED>                                                         .70
        

</TABLE>



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