content: 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 November 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)
  <PAGE>
  Item 5.  Other Events
  
        Effective November 30, 1998, the registrant, acting  pursuant
  to  authorization of its Board of Directors, amended  its  existing
  Rights  Agreement dated as of December 1, 1988, as amended ("Rights
  Agreement"),  to  extend the term of the Rights  Agreement  by  one
  year, to November 30, 1999.  Pursuant to the Rights Agreement,  the
  registrant's  common stock currently trades with  certain  attached
  preferred stock purchase rights (the "Rights").  The Rights,  which
  cannot  be  traded  separately from CalEnergy common  stock,  would
  become  exercisable  upon  the  occurrence  of  certain  triggering
  events,  including acquisition by a person or group  of  beneficial
  ownership  of  20%  or more of the CalEnergy common  stock  or  the
  announcement of a tender or exchange offer for 30% or more  of  the
  CalEnergy  common  stock.   The Rights could  have  the  effect  of
  delaying,  deferring or preventing a takeover or change of  control
  of CalEnergy that has not been approved by the CalEnergy Board.  In
  connection with the proposed merger of MidAmerican Energy  Holdings
  Company  with  a subsidiary of the registrant, it is also  expected
  that  the  registrant  will reincorporate  in  the  State  of  Iowa
  pursuant to a merger of the registrant with and into a newly-formed
  and  wholly  owned  Iowa subsidiary of the registrant.   Such  Iowa
  successor  to the registrant is expected to adopt a similar  rights
  agreement.
  
  
  Item 7.  Financial Statements and Exhibits
  
        1.    Amendment  No. 2 to the Rights Agreement  dated  as  of
  December   1,   1988,  as  amended,  between  the  Registrant   and
  ChaseMellon Shareholder Services, L.L.C (as successor Rights  Agent
  to Manufacturers Hanover Trust Company of California).
  <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.
  
                                     CalEnergy Company, Inc.
  
  
  
  
                                  By: /s/ Steven A. McArthur
                                          Steven A. McArthur
                                          Executive Vice President and
                                          General Counsel
  
  
  
  
  Dated: December 9, 1998
  <PAGE>
  
                                                                     
                                                    Exhibit 1
                                   
                  AMENDMENT NO. 2 TO RIGHTS AGREEMENT
  
       AMENDMENT NO. 2, dated as of November 30, 1998, to the Rights
  Agreement dated as of December 1, 1988, as amended (the "Rights
  Agreement"), between CalEnergy Company, Inc. (previously named
  California Energy Company, Inc.), a Delaware Corporation (the
  "Company"), and ChaseMellon Shareholder Services, L.L.C. (successor
  to Manufacturers Hanover Trust Company of California), as Rights
  Agent (the "Rights Agent").
  
       WHEREAS, the Company and the predecessor Rights Agent entered
  into the Rights Agreement specifying the terms of the Rights (as
  defined therein);
  
       WHEREAS, the Company and the Rights Agent desire to amend the
  Rights Agreement in accordance with Section 27 of the Rights
  Agreement;
  
       NOW, THEREFORE, in consideration of the premises and mutual
  agreements set forth in the Rights Agreement and this Amendment,
  the parties hereby agree as follows:
  
       1.   Section 7 (a) of the Rights Agreement is hereby amended
  as follows:
  
            a)   The reference to "November 30,1998" in Section 7 (a)
                 is hereby amended to read "November 30, 1999".
            
       2.   The first paragraph of Section 18 of the Rights Agreement
  is hereby amended by adding the following sentence to the end of
  such paragraph:
  
            "Anything to the contrary notwithstanding, in no event
            shall the Rights Agent be liable for special, punitive,
            indirect, consequential or incidental loss or damage of
            any kind whatsoever (including but not limited to lost
            profits), even if the Rights Agent has been advised of
            the likelihood of such loss or damage."
            
       3.   Each reference in the Rights Agreement to the term
  "Agreement" or to the terms "herein," "hereof" or words of like
  import referring to the Rights Agreement, shall be deemed to refer
  to the Rights Agreement as amended hereby.  All terms used but not
  defined herein shall have the meanings assigned thereto in the
  Rights Agreement.
  
       4.   This Amendment shall be effective as of the date hereof
  and, except as set forth herein, the Rights Agreement shall remain
  in full force and effect and shall be otherwise unaffected hereby.
  <PAGE>
       5.   This Amendment may be executed in two or more
  counterparts, each of which shall be deemed an original, all of
  which together shall constitute one and the same instrument.
  
       IN WITNESS WHEREOF, the parties hereto have caused this
  Amendment to be duly executed, all as of the day and year first
  above written.
  
  
                                CALENERGY COMPANY, INC.
  
                                By: ______________________________
                                Name:   Steven A. McArthur
                                Title:  Executive Vice President,
                                        General Counsel and Secretary
  
  
  
  
  
  
                                CHASEMELLON SHAREHOLDER SERVICES,
                                L.L.C.
                                
                                
                                By: ______________________________
                                Name:
                                                               Title:
  <PAGE>
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metadata_filer: {"company-data": {"conformed-name": "CALENERGY CO INC", "cik": "0000720556", "assigned-sic": "4991", "irs-number": "942213782", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09874", "film-number": "98766041"}, "business-address": {"street1": "302 S 36TH ST", "street2": "STE 400", "city": "OMAHA", "state": "NE", "zip": "68131", "phone": "4023414500"}, "mail-address": {"street1": "302 SOUTH 36TH STREET", "street2": "SUITE 400-A", "city": "OMAHA", "state": "NE", "zip": "68131"}, "former-company": {"former-conformed-name": "CALIFORNIA ENERGY CO INC", "date-changed": "19920703"}}
text: 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 November 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
  
        Effective November 30, 1998, the registrant, acting  pursuant
  to  authorization of its Board of Directors, amended  its  existing
  Rights  Agreement dated as of December 1, 1988, as amended ("Rights
  Agreement"),  to  extend the term of the Rights  Agreement  by  one
  year, to November 30, 1999.  Pursuant to the Rights Agreement,  the
  registrant's  common stock currently trades with  certain  attached
  preferred stock purchase rights (the "Rights").  The Rights,  which
  cannot  be  traded  separately from CalEnergy common  stock,  would
  become  exercisable  upon  the  occurrence  of  certain  triggering
  events,  including acquisition by a person or group  of  beneficial
  ownership  of  20%  or more of the CalEnergy common  stock  or  the
  announcement of a tender or exchange offer for 30% or more  of  the
  CalEnergy  common  stock.   The Rights could  have  the  effect  of
  delaying,  deferring or preventing a takeover or change of  control
  of CalEnergy that has not been approved by the CalEnergy Board.  In
  connection with the proposed merger of MidAmerican Energy  Holdings
  Company  with  a subsidiary of the registrant, it is also  expected
  that  the  registrant  will reincorporate  in  the  State  of  Iowa
  pursuant to a merger of the registrant with and into a newly-formed
  and  wholly  owned  Iowa subsidiary of the registrant.   Such  Iowa
  successor  to the registrant is expected to adopt a similar  rights
  agreement.
  
  Item 7.  Financial Statements and Exhibits
  
        1.    Amendment  No. 2 to the Rights Agreement  dated  as  of
  December   1,   1988,  as  amended,  between  the  Registrant   and
  ChaseMellon Shareholder Services, L.L.C (as successor Rights  Agent
  to Manufacturers Hanover Trust Company of California).
  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/ Steven A. McArthur
                                          Steven A. McArthur
                                          Executive Vice President and
                                          General Counsel
  
  Dated: December 9, 1998
  Exhibit 1
                                   
                  AMENDMENT NO. 2 TO RIGHTS AGREEMENT
  
       AMENDMENT NO. 2, dated as of November 30, 1998, to the Rights
  Agreement dated as of December 1, 1988, as amended (the "Rights
  Agreement"), between CalEnergy Company, Inc. (previously named
  California Energy Company, Inc.), a Delaware Corporation (the
  "Company"), and ChaseMellon Shareholder Services, L.L.C. (successor
  to Manufacturers Hanover Trust Company of California), as Rights
  Agent (the "Rights Agent").
  
       WHEREAS, the Company and the predecessor Rights Agent entered
  into the Rights Agreement specifying the terms of the Rights (as
  defined therein);
  
       WHEREAS, the Company and the Rights Agent desire to amend the
  Rights Agreement in accordance with Section 27 of the Rights
  Agreement;
  
       NOW, THEREFORE, in consideration of the premises and mutual
  agreements set forth in the Rights Agreement and this Amendment,
  the parties hereby agree as follows:
  
       1.   Section 7 (a) of the Rights Agreement is hereby amended
  as follows:
  
            a)   The reference to "November 30,1998" in Section 7 (a)
                 is hereby amended to read "November 30, 1999".
            
       2.   The first paragraph of Section 18 of the Rights Agreement
  is hereby amended by adding the following sentence to the end of
  such paragraph:
  
            "Anything to the contrary notwithstanding, in no event
            shall the Rights Agent be liable for special, punitive,
            indirect, consequential or incidental loss or damage of
            any kind whatsoever (including but not limited to lost
            profits), even if the Rights Agent has been advised of
            the likelihood of such loss or damage."
            
       3.   Each reference in the Rights Agreement to the term
  "Agreement" or to the terms "herein," "hereof" or words of like
  import referring to the Rights Agreement, shall be deemed to refer
  to the Rights Agreement as amended hereby.  All terms used but not
  defined herein shall have the meanings assigned thereto in the
  Rights Agreement.
  
       4.   This Amendment shall be effective as of the date hereof
  and, except as set forth herein, the Rights Agreement shall remain
  in full force and effect and shall be otherwise unaffected hereby.
  5.   This Amendment may be executed in two or more
  counterparts, each of which shall be deemed an original, all of
  which together shall constitute one and the same instrument.
  
       IN WITNESS WHEREOF, the parties hereto have caused this
  Amendment to be duly executed, all as of the day and year first
  above written.
  
                                CALENERGY COMPANY, INC.
  
                                By: ______________________________
                                Name:   Steven A. McArthur
                                Title:  Executive Vice President,
                                        General Counsel and Secretary
  
                                CHASEMELLON SHAREHOLDER SERVICES,
                                L.L.C.
                                
                                
                                By: ______________________________
                                Name:
                                                               Title: