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 March 28, 1997
                 (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 Number)       (IRS Employer
  jurisdiction of                                       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 November 1995, the Company closed the financing and
  commenced construction of the Casecnan Project, a combined
  irrigation and 150 net MW hydroelectric power generation project
  (the "Casecnan Project") located in the central part of the
  island of Luzon in the Republic of the Philippines.  The Casecnan
  Project will consist generally of diversion structures in the
  Casecnan and Denip Rivers that will divert water into a tunnel of
  approximately 23 kilometers.  The tunnel will transfer the water
  from the Casecnan and Denip Rivers in the Pantabangan Reservoir
  for irrigation and hydroelectric use in the Central Luzon area.
  An underground powerhouse located at the end of the water tunnel
  and before the Pantabangan Reservoir will house a power plant
  consisting of approximately 150 MW of newly installed rated
  electrical capacity.  A tailrace tunnel of approximately three
  kilometers will deliver water from the water tunnel and the new
  powerhouse to the Pantabangan Reservoir, providing additional
  water for irrigation and increasing the potential electrical
  generation at two downstream existing hydroelectric facilities of
  the National Power Corporation of the Philippines ("NPC").
  
       CE Casecnan Water and Energy Company, Inc., a Philippine
  corporation ("CE Casecnan") which is presently indirectly owned
  as to approximately 35% of its equity by the Company and
  approximately 35% indirectly owned by Peter Kiewit Sons' Inc., is
  developing the Casecnan Project under the terms of the Project
  Agreement between CE Casecnan and the National Irrigation
  Administration ("NIA").  Under the Project Agreement, CE Casecnan
  will develop, finance and construct the Casecnan Project over an
  estimated four-year construction period, and thereafter own and
  operate the Casecnan Project for 20 years (the "Cooperation
  Period").  During the Cooperation Period, NIA is obligated to
  accept all deliveries of water and energy, and so long as the
  Casecnan Project is physically capable of operating and
  delivering in accordance with agreed levels set forth in the
  Project Agreement, NIA will pay CE Casecnan a guaranteed fee for
  the delivery of water and a guaranteed fee for the delivery of
  electricity, regardless of the amount of water or electricity
  actually delivered.  In addition, NIA will pay a fee for all
  electricity delivered in excess of a threshold amount up to a
  specified amount.  NIA will sell the electric energy it purchases
  to NPC, although NIA's obligations to CE Casecnan under the
  Project Agreement are not dependent on NPC's purchase of the
  electricity from NIA.  All fees to be paid by NIA to CE Casecnan
  are payable in U.S. dollars.  The guaranteed fees for the
  delivery of water and energy are expected to provide
  approximately 70% of CE Casecnan's revenues.
  
       The Project Agreement provides for additional compensation
  to the CE Casecnan upon the occurrence of certain events,
  including increases in Philippine taxes and adverse changes in
  Philippine law.  Upon the occurrence and during the continuance
  of certain force majeure events, including those associated with
  Philippines political action, NIA may be obligated to buy the
  Casecnan Project from CE Casecnan at a buy out price expected to
  be in excess of the aggregate principal amount of the outstanding
  CE Casecnan debt securities, together with accrued but unpaid
  interest.  At the end of the Cooperation Period, the Casecnan
  Project will be transferred to NIA and NPC for no additional
  consideration on an "as is" basis.
  
       The Republic of the Philippines has provided a Performance
  Undertaking under which NIA's obligations under the Project
  Agreement are guaranteed by the full faith and credit of the
  Republic of the Philippines.  The Project Agreement and the
  Performance Undertaking provide for the resolution of disputes by
  binding arbitration in Singapore under international arbitration
  rules.
  
       In its Form 8-K dated February 25, 1997, the Registrant
  reported that CE Casecnan had been recently advised that Hanbo
  Corporation and Hanbo Iron & Steel Company, Ltd. ("Hanbo Steel")
  had each filed to seek court receivership protection in South
  Korea but that Hanbo Engineering and Construction Co. Ltd.
  ("HECC") had not filed for receivership protection and was
  believed to be solvent.  However, CE Casecnan has now been
  informed that HECC also has filed for receivership. The Casecnan
  project, which commenced in 1995, is currently being constructed
  pursuant to a fixed-price, date-certain, turnkey construction
  contract (the "Turnkey Construction Contract") on a joint and
  several basis by Hanbo Corporation and HECC, both of which are
  South Korean corporations.  CE Casecnan has recently received
  confirmation from HECC that it intends to fully perform its
  obligations under the Turnkey Construction Contract and complete
  the Casecnan Project on schedule and within the budget.  However,
  although HECC is currently performing the work, there can be no
  assurance that it will remain able to perform fully its
  obligations under the Turnkey Construction Contract.
  
       Hanbo Corporation and HECC (sometimes collectively referred
  to as the "Contractor") are under common ownership.  The
  Contractor's obligations under the Turnkey Construction Contract
  are guaranteed by Hanbo Steel.  In addition, the Contractor's
  obligations under the Turnkey Construction Contract are secured
  by an irrevocable standby letter of credit issued by Korea First
  Bank ("KFB") in the approximate amount of $118 million.  The
  total cost of the Casecnan project, including development,
  construction, testing and startup, is estimated to be
  approximately $495 million.
  
       CE Casecnan is presently reviewing its rights, obligations
  and potential remedies in respect of the recent developments
  regarding the Contractor and is presently unable to speculate as
  to the ultimate effect of such developments on CE Casecnan.
  
       KFB has recently reconfirmed to CE Casecnan that it will
  honor its obligations under the Casecnan Project letter of credit
  and also has stated its support for the successful completion of
  the Casecnan Project and has previously offered to extend a
  working capital facility to HECC.  However, until a receiver for
  HECC is appointed, it is unclear whether such working capital
  facility can be utilized and whether there will be any
  constraints imposed on HECC's performance of the work.  It is
  also noted that Moody's Investors Service recently issued a
  ratings downgrade of KFB's senior debt from Baa1 to Baa2.
  
       CE Casecnan financed a portion of the costs of the Casecnan
  Project through the issuance of $125,000,000 of its 11.45% Senior
  Secured Series A Notes due 2005 and $171,500,000 of its 11.95%
  Senior Secured Series B Bonds due 2010 and $75,000,000 of its
  Secured Floating Rate Notes due 2002, pursuant to an indenture
  dated as of November 27, 1995, as amended to date (the "Casecnan
  Indenture").  Although no default has yet occurred under the
  Casecnan Indenture as a result of the announced receivership of
  HECC, CE Casecnan will continue to closely monitor the Hanbo
  group and KFB developments and project construction status and
  develop appropriate contingency plans.
  
       If Contractor materially fails to perform its obligations
  under the Turnkey Construction Contract or if KFB were to fail to
  honor its obligations under the Casecnan letter of credit, such
  actions could have a material adverse effect on the Casecnan
  Project and CE Casecnan.
  
  
                             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
                                        (U.S. and Corporate)
  
  
  
  Dated: March 28, 1997
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 9083}]
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": "97566772"}, "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 March 28, 1997
                 (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 Number)       (IRS Employer
  jurisdiction of                                       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 November 1995, the Company closed the financing and
  commenced construction of the Casecnan Project, a combined
  irrigation and 150 net MW hydroelectric power generation project
  (the "Casecnan Project") located in the central part of the
  island of Luzon in the Republic of the Philippines.  The Casecnan
  Project will consist generally of diversion structures in the
  Casecnan and Denip Rivers that will divert water into a tunnel of
  approximately 23 kilometers.  The tunnel will transfer the water
  from the Casecnan and Denip Rivers in the Pantabangan Reservoir
  for irrigation and hydroelectric use in the Central Luzon area.
  An underground powerhouse located at the end of the water tunnel
  and before the Pantabangan Reservoir will house a power plant
  consisting of approximately 150 MW of newly installed rated
  electrical capacity.  A tailrace tunnel of approximately three
  kilometers will deliver water from the water tunnel and the new
  powerhouse to the Pantabangan Reservoir, providing additional
  water for irrigation and increasing the potential electrical
  generation at two downstream existing hydroelectric facilities of
  the National Power Corporation of the Philippines ("NPC").
  
       CE Casecnan Water and Energy Company, Inc., a Philippine
  corporation ("CE Casecnan") which is presently indirectly owned
  as to approximately 35% of its equity by the Company and
  approximately 35% indirectly owned by Peter Kiewit Sons' Inc., is
  developing the Casecnan Project under the terms of the Project
  Agreement between CE Casecnan and the National Irrigation
  Administration ("NIA").  Under the Project Agreement, CE Casecnan
  will develop, finance and construct the Casecnan Project over an
  estimated four-year construction period, and thereafter own and
  operate the Casecnan Project for 20 years (the "Cooperation
  Period").  During the Cooperation Period, NIA is obligated to
  accept all deliveries of water and energy, and so long as the
  Casecnan Project is physically capable of operating and
  delivering in accordance with agreed levels set forth in the
  Project Agreement, NIA will pay CE Casecnan a guaranteed fee for
  the delivery of water and a guaranteed fee for the delivery of
  electricity, regardless of the amount of water or electricity
  actually delivered.  In addition, NIA will pay a fee for all
  electricity delivered in excess of a threshold amount up to a
  specified amount.  NIA will sell the electric energy it purchases
  to NPC, although NIA's obligations to CE Casecnan under the
  Project Agreement are not dependent on NPC's purchase of the
  electricity from NIA.  All fees to be paid by NIA to CE Casecnan
  are payable in U.S. dollars.  The guaranteed fees for the
  delivery of water and energy are expected to provide
  approximately 70% of CE Casecnan's revenues.
  
       The Project Agreement provides for additional compensation
  to the CE Casecnan upon the occurrence of certain events,
  including increases in Philippine taxes and adverse changes in
  Philippine law.  Upon the occurrence and during the continuance
  of certain force majeure events, including those associated with
  Philippines political action, NIA may be obligated to buy the
  Casecnan Project from CE Casecnan at a buy out price expected to
  be in excess of the aggregate principal amount of the outstanding
  CE Casecnan debt securities, together with accrued but unpaid
  interest.  At the end of the Cooperation Period, the Casecnan
  Project will be transferred to NIA and NPC for no additional
  consideration on an "as is" basis.
  
       The Republic of the Philippines has provided a Performance
  Undertaking under which NIA's obligations under the Project
  Agreement are guaranteed by the full faith and credit of the
  Republic of the Philippines.  The Project Agreement and the
  Performance Undertaking provide for the resolution of disputes by
  binding arbitration in Singapore under international arbitration
  rules.
  
       In its Form 8-K dated February 25, 1997, the Registrant
  reported that CE Casecnan had been recently advised that Hanbo
  Corporation and Hanbo Iron & Steel Company, Ltd. ("Hanbo Steel")
  had each filed to seek court receivership protection in South
  Korea but that Hanbo Engineering and Construction Co. Ltd.
  ("HECC") had not filed for receivership protection and was
  believed to be solvent.  However, CE Casecnan has now been
  informed that HECC also has filed for receivership. The Casecnan
  project, which commenced in 1995, is currently being constructed
  pursuant to a fixed-price, date-certain, turnkey construction
  contract (the "Turnkey Construction Contract") on a joint and
  several basis by Hanbo Corporation and HECC, both of which are
  South Korean corporations.  CE Casecnan has recently received
  confirmation from HECC that it intends to fully perform its
  obligations under the Turnkey Construction Contract and complete
  the Casecnan Project on schedule and within the budget.  However,
  although HECC is currently performing the work, there can be no
  assurance that it will remain able to perform fully its
  obligations under the Turnkey Construction Contract.
  
       Hanbo Corporation and HECC (sometimes collectively referred
  to as the "Contractor") are under common ownership.  The
  Contractor's obligations under the Turnkey Construction Contract
  are guaranteed by Hanbo Steel.  In addition, the Contractor's
  obligations under the Turnkey Construction Contract are secured
  by an irrevocable standby letter of credit issued by Korea First
  Bank ("KFB") in the approximate amount of $118 million.  The
  total cost of the Casecnan project, including development,
  construction, testing and startup, is estimated to be
  approximately $495 million.
  
       CE Casecnan is presently reviewing its rights, obligations
  and potential remedies in respect of the recent developments
  regarding the Contractor and is presently unable to speculate as
  to the ultimate effect of such developments on CE Casecnan.
  
       KFB has recently reconfirmed to CE Casecnan that it will
  honor its obligations under the Casecnan Project letter of credit
  and also has stated its support for the successful completion of
  the Casecnan Project and has previously offered to extend a
  working capital facility to HECC.  However, until a receiver for
  HECC is appointed, it is unclear whether such working capital
  facility can be utilized and whether there will be any
  constraints imposed on HECC's performance of the work.  It is
  also noted that Moody's Investors Service recently issued a
  ratings downgrade of KFB's senior debt from Baa1 to Baa2.
  
       CE Casecnan financed a portion of the costs of the Casecnan
  Project through the issuance of $125,000,000 of its 11.45% Senior
  Secured Series A Notes due 2005 and $171,500,000 of its 11.95%
  Senior Secured Series B Bonds due 2010 and $75,000,000 of its
  Secured Floating Rate Notes due 2002, pursuant to an indenture
  dated as of November 27, 1995, as amended to date (the "Casecnan
  Indenture").  Although no default has yet occurred under the
  Casecnan Indenture as a result of the announced receivership of
  HECC, CE Casecnan will continue to closely monitor the Hanbo
  group and KFB developments and project construction status and
  develop appropriate contingency plans.
  
       If Contractor materially fails to perform its obligations
  under the Turnkey Construction Contract or if KFB were to fail to
  honor its obligations under the Casecnan letter of credit, such
  actions could have a material adverse effect on the Casecnan
  Project and CE Casecnan.
  
                             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
                                        (U.S. and Corporate)
  
  Dated: March 28, 1997