CALENERGY CO INC
8-K, 1998-10-30
COGENERATION SERVICES & SMALL POWER PRODUCERS
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               Securities and Exchange Commission
                                
                      Washington, DC  20549
                                
                            Form 8-K
                                
                         Current Report
                                
             Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act 1934
                                
                                
                 Date of Report October 30, 1998
                (Date of earliest event reported)
                                
                                
                                
                     CalEnergy 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)



 302 South 36th Street, Suite 400,     Omaha, NE        68131
      (Address of principal executive offices)         Zip Code


Registrant's Telephone Number, including area code:    (402) 341-4500




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

      In separate meetings held on October 30, 1998, shareholders
of  CalEnergy  Company,  Inc.  and  MidAmerican  Energy  Holdings
Company approved the proposed merger of the companies.    At  the
CalEnergy  meeting, shareholders approved the reincorporation  of
CalEnergy as an Iowa Corporation, effectively voting in favor  of
the  proposed merger.  As a result of the reincorporation and the
merger,  MidAmerican  will become a wholly  owned  subsidiary  of
CalEnergy  and  following its reincorporation in Iowa,  CalEnergy
will  be  renamed  MidAmerican Energy Holdings Company  and  will
retain MidAmerican's corporate headquarters in Des Moines, Iowa.

     Certain information included in this report contains forward-
looking  statements  made  pursuant  to  the  Private  Securities
Litigation  Reform Act of 1995 ("Reform Act").   Such  statements
are  based on current expectations and involve a number of  known
and  unknown risks and uncertainties that could cause the  actual
results  and  performance of the Registrant to differ  materially
from  any  expected future results or performance,  expressed  or
implied, by the forward-looking statements including expectations
regarding  the  future results of operations  of  Registrant  and
MidAmerican Energy Holdings Company and the combined company, the
intended  financing  of  the  merger and  receipt  of  regulatory
approvals.  In connection with the safe harbor provisions of  the
Reform Act, the Registrant has identified important factors  that
could  cause  actual  results  to  differ  materially  from  such
expectations,   including  development   uncertainty,   operating
uncertainty, acquisition uncertainty, uncertainties  relating  to
doing  business  outside  of  the  United  States,  uncertainties
relating  to  geothermal  resources,  uncertainties  relating  to
domestic   and  international  (and  in  particular,  Indonesian)
economic and political conditions and uncertainties regarding the
impact  of  regulations, changes in government  policy,  industry
deregulation and competition.  Reference is made to  all  of  the
Registrant's SEC Filings, including the Proxy Statement  and  the
Registrant's Report on Form 8-K dated March 6, 1998, incorporated
herein  by  reference, for a description of  such  factors.   The
Company  assumes  no  responsibility  to  update  forward-looking
information contained herein.


Item 7.  Financial Statements and Exhibits

Exhibit 1 - Joint Press Release dated October 30, 1998



                           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.

                                        CalEnergy Company, Inc.




                                By: \s\ Douglas L. Anderson
                                        Douglas L. Anderson
                                        Assistant Secretary and
                                        Assistant General Counsel




Dated: October 30, 1998

                            EXHIBIT 1

FOR IMMEDIATE RELEASE

 CalEnergy and MidAmerican Shareholders Approve Proposed Merger

     OMAHA, NEBRASKA and DES MOINES, IOWA, October 30, 1998 ---
In separate meetings held today, shareholders of CalEnergy
Company, Inc. ("CalEnergy"  NYSE: CE; PCX and LSE) and
MidAmerican Energy Holdings Company ("MidAmerican"  NYSE: MEC)
approved the proposed merger of the companies.

     At the CalEnergy meeting in Omaha, Nebraska, shareholders
approved the reincorporation of CalEnergy as an Iowa corporation,
effectively voting in favor of the proposed merger.  The
reincorporation is necessary in order to accomplish the merger.
In Des Moines, Iowa, MidAmerican shareholders approved the
proposed merger.  As a result of the reincorporation and the
merger, MidAmerican will become a wholly owned subsidiary of
CalEnergy and following its reincorporation in Iowa, CalEnergy
will be renamed MidAmerican Energy Holdings Company and will
retain MidAmerican's corporate headquarters in Des Moines, Iowa.
     
     Current CalEnergy shareholders will automatically own shares
in the combined company.
Of the CalEnergy shareholder votes cast, over 99% were in favor
of the merger.
     
     At the MidAmerican meeting in Des Moines, Iowa, shareholders
approved the merger of MidAmerican with CalEnergy, whereby
MidAmerican will become a subsidiary of the new company.
MidAmerican shareholders will be entitled to receive $27.15 in
cash for each share of MidAmerican stock they own at the close of
the merger.  Of the MidAmerican shareholder votes cast, over 90%
were in favor of the merger.  A majority of the outstanding
shares of each company were required to be voted in favor of the
merger.
     
     Commenting on today's vote, David L. Sokol, Chairman and
Chief Executive Officer of CalEnergy and the new company, stated:
"Our shareholders recognize the significant value of this merger
to our future growth and earnings.  This vote is an important
step toward completion of the merger and we look forward to
obtaining the remaining regulatory approvals necessary to
finalize the merger."

     Stanley J. Bright, current President, Chairman and Chief
Executive Officer of MidAmerican and Vice Chairman of the Board
of the new company and member of its Executive Committee, added:
"In addition to a significant increase in shareholder value, we
believe the  merger will be a great enhancement for the economies
and communities of the Midwest.   We appreciate the loyalty and
support of our shareholders over the years.  At the same time, we
are excited about becoming part of a dynamic global energy
company."
     
                             -more-
                                
CalEnergy/MidAmerican
October 30, 1998
Page -2-


     On October 13, 1998, the companies announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 expired and that federal antitrust clearance had been
obtained.  The proposed merger, first announced on August 12,
1998, remains subject to approval from the Federal Energy
Regulatory Commission, the Nuclear Regulatory Commission and the
Iowa Utilities Board.  The proposed merger is expected to close
during the first quarter of 1999.
     
     The new company is expected to have total assets of
approximately $13 billion, total annual revenues of more than $5
billion and will serve over 3.3 million retail customers.  Once
the merger is approved, the company's new board will include four
of MidAmerican's current directors:  Stanley J. Bright, Chairman,
President and CEO of MidAmerican; Frank Cottrell, Senior Vice
President, General Counsel and Secretary of Deere & Company; Jack
W. Eugster, Chairman, President and CEO of The Musicland Group,
Inc.; and Robert L. Peterson, Chairman, President and CEO of IBP,
Inc.
     
     CalEnergy is a global energy company that manages and owns
interests in over 5,000 net megawatts of power generation
facilities in operation, construction and development worldwide.
Through its U.K. subsidiary, CalEnergy supplies and distributes
electricity and gas to approximately 2.0 million customers in the
United Kingdom. CalEnergy produces and develops energy from
diversified fuel sources including geothermal, natural gas and
hydroelectric.  CalEnergy conducts business in the U.S., U.K.,
the Philippines, Indonesia, Poland and Australia, and employs
more than 4,200 people worldwide.  In the year ended December 31,
1997, CalEnergy generated revenues of over $2.2 billion and had
assets of approximately $7.5 billion.  CalEnergy's headquarters
are currently based in Omaha, Nebraska.  Information about
CalEnergy is available on the Internet at www.calenergy.com.

     MidAmerican, Iowa's largest energy company, provides
electric service to 648,000 customers and natural gas service to
619,000 customers in Iowa, Illinois, Nebraska and South Dakota.
Company headquarters are in Des Moines, Iowa.  In the year ended
December 31, 1997, MidAmerican generated revenues of over $1.9
billion and had assets of approximately $4.3 billion.
Information about MidAmerican is available on the Internet at
www.midamerican.com.

Press Contacts:

MidAmerican Energy Holdings Company
 Kevin Waetke, Manager, Media Relations            (515) 281-2785
 Jene Spurgin, Manager, Investor Relations         (515) 281-2204

CalEnergy Company, Inc.
 Patti McAtee, Director, Corporate Communications  (402) 231-1519
 Craig Allen, Manager, Investor Relations          (402) 231-1673
 Diana Nelson, Brunswick                           (212) 333-3810

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