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 February 23, 1999
                 (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
  
        On  February 23, 1999, the Registrant announced that it has
  signed an agreement to sell 50% of its ownership interests in  CE
  Generation LLC to an affiliate of El Paso Energy Corporation  for
  an  aggregate consideration of $259.6 million, subject to certain
  adjustments.  A copy of the press release issued by CalEnergy  is
  attached  hereto  as  Exhibit 1 and  is  incorporated  herein  by
  reference.
  
       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 - Press Release dated February 23, 1999.
  
  <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\ Douglas L. Anderson
                                     Douglas L. Anderson
                                     Assistant Secretary and
                                     Assistant General Counsel
  
  
  
  
  
  Dated: February 23, 1999
  <PAGE>
  
  FOR IMMEDIATE RELEASE
  
       CalEnergy Agrees to Sell 50% of its Ownership Interests
            in 14 Generating Facilities to El Paso Energy
                                  
       OMAHA, NEBRASKA, February 23, 1999 -- CalEnergy Company,
  Inc. ("CalEnergy" or the Company) (NYSE: CE; PCX; London)
  announced today that the Company has signed an agreement to sell
  50% of its ownership interests in CE Generation LLC (CE
  Generation) (the holding company for 14 of CalEnergy's U.S.
  generating facilities) to an affiliate of El Paso Energy
  Corporation (NYSE: EPG) (El Paso Energy) for an aggregate
  consideration of $259.6 million, subject to certain adjustments.
  The price is comprised of $236.1 million in cash along with the
  assumption of 50% of CalEnergy's required project equity
  contributions totaling $23.5 million for the two CE Generation
  facilities currently in construction and 50% of CE Generation and
  project level debt.  In addition, prior to closing the sale to El
  Paso Energy, CalEnergy expects to receive approximately $395
  million in net proceeds from a $400 million debt issuance by CE
  Generation.  The sale to El Paso Energy, which is not subject to
  financing, is scheduled to close on March 3, 1999.
  
       CE Generation, a Delaware limited liability company and
  wholly owned subsidiary of CalEnergy, was formed for the purpose
  of owning 100% of CalEnergy's interests in 12 U.S. power
  generation projects which are qualifying facilities (QFs) under
  PURPA and two additional generating facilities currently in
  construction at the Salton Sea.  Collectively, the 14 power
  projects have a combined electric generating capacity of
  approximately 896 net megawatts and include ten geothermal
  projects near the Imperial Valley in southern California and four
  natural gas-fired cogeneration projects in New York,
  Pennsylvania, Texas and Arizona.
       
       CalEnergy is selling a 50% ownership interest in CE
  Generation in advance of the Company's proposed merger with
  MidAmerican Energy Holdings Company in order to comply with the
  Federal Energy Regulatory Commission's December 17, 1998 ruling
  to ensure the generating facilities which are QFs will maintain
  their status as qualifying facilities under federal regulatory
  requirements.
       
       "As we evaluated strategic business partners, El Paso Energy
  surfaced as a premier energy company already engaged in
  developing new alliances among energy providers," said David L.
  Sokol, Chairman of the Board and Chief Executive Officer of
  CalEnergy.  "We believe this new business relationship will bring
  about many new opportunities for both companies."
       
       Mr. Sokol added, "We are very pleased that the aggregate net
  proceeds from our qualifying facility divestitures (including the
  sale of Coso and the receipt of CE Generation debt proceeds)
  
  
                               -more-
  
  
  
  <PAGE>
  
  CalEnergy Company, Inc.
  February 23, 1999
  Page -2-
  
       exceeds $859 million and we retain 50% of our ownership
  interest in 14 U.S. generating facilities.  Additionally, we now
  look forward to completing the pending MidAmerican Energy merger
  promptly."
       
       "The CE Generation assets are located in key locations
  around the U.S., making them an excellent fit in our overall plan
  to develop power generation capabilities along our coast-to-coast
  pipelines," according to Greg G. Jenkins, president of El Paso
  Energy Marketing Company.  "Combining our fuel management,
  marketing and risk management capabilities with CE Generation's
  proven operational expertise creates a strong partnership that
  further enhances the value of these generating assets."
       
       CalEnergy Company, Inc. is a global energy company that
  manages and owns interests in approximately 5,000 net megawatts
  of power generation facilities in operation, construction and
  development worldwide.  The Company develops and produces energy
  from diversified fuel sources including geothermal, natural gas
  and hydroelectric.  Through its subsidiary Northern Electric,
  CalEnergy supplies and distributes electricity and gas to
  approximately 2.0 million customers in the United Kingdom.
  CalEnergy conducts business in the U.S., U.K., the Philippines,
  Indonesia, Poland and Australia and employs more than 4,400
  people worldwide.  For the year ended December 31, 1998,
  CalEnergy generated revenues of nearly $2.7 billion and at
  December 31, 1998 had assets of approximately $9.1 billion.
  
       With over $10 billion in assets, El Paso Energy Corporation
  provides energy solutions through five business units: Tennessee
  Gas Pipeline Company, El Paso Natural Gas Company, El Paso Field
  Services Company, El Paso Energy Marketing Company and El Paso
  Energy International Company.  The company owns the nation's only
  integrated coast-to-coast natural gas pipeline system and has
  operations in interstate natural gas transmission, gas gathering
  and processing, energy marketing, and international
  infrastructure development.  Visit El Paso Energy's web site at
  www.epenergy.com.
                                  
  Press Contacts:
  CalEnergy Company, Inc                El Paso Energy Corporation
  
  Craig Hammett - Senior Vice          Paula Delaney, Media Relations
    President & CFO 402-341-4500         713-420-6885
  Patti McAtee - Director, Corp.       Bridget McEvoy, Investor Relations
    Communications  402-341-4500         713-420-5597
  Kate Inverarity - Brunswick, 
    Media Relations 212-333-3810
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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": "99547882"}, "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 February 23, 1999
                 (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
  
        On  February 23, 1999, the Registrant announced that it has
  signed an agreement to sell 50% of its ownership interests in  CE
  Generation LLC to an affiliate of El Paso Energy Corporation  for
  an  aggregate consideration of $259.6 million, subject to certain
  adjustments.  A copy of the press release issued by CalEnergy  is
  attached  hereto  as  Exhibit 1 and  is  incorporated  herein  by
  reference.
  
       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 - Press Release dated February 23, 1999.
  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: February 23, 1999
  FOR IMMEDIATE RELEASE
  
       CalEnergy Agrees to Sell 50% of its Ownership Interests
            in 14 Generating Facilities to El Paso Energy
                                  
       OMAHA, NEBRASKA, February 23, 1999 -- CalEnergy Company,
  Inc. ("CalEnergy" or the Company) (NYSE: CE; PCX; London)
  announced today that the Company has signed an agreement to sell
  50% of its ownership interests in CE Generation LLC (CE
  Generation) (the holding company for 14 of CalEnergy's U.S.
  generating facilities) to an affiliate of El Paso Energy
  Corporation (NYSE: EPG) (El Paso Energy) for an aggregate
  consideration of $259.6 million, subject to certain adjustments.
  The price is comprised of $236.1 million in cash along with the
  assumption of 50% of CalEnergy's required project equity
  contributions totaling $23.5 million for the two CE Generation
  facilities currently in construction and 50% of CE Generation and
  project level debt.  In addition, prior to closing the sale to El
  Paso Energy, CalEnergy expects to receive approximately $395
  million in net proceeds from a $400 million debt issuance by CE
  Generation.  The sale to El Paso Energy, which is not subject to
  financing, is scheduled to close on March 3, 1999.
  
       CE Generation, a Delaware limited liability company and
  wholly owned subsidiary of CalEnergy, was formed for the purpose
  of owning 100% of CalEnergy's interests in 12 U.S. power
  generation projects which are qualifying facilities (QFs) under
  PURPA and two additional generating facilities currently in
  construction at the Salton Sea.  Collectively, the 14 power
  projects have a combined electric generating capacity of
  approximately 896 net megawatts and include ten geothermal
  projects near the Imperial Valley in southern California and four
  natural gas-fired cogeneration projects in New York,
  Pennsylvania, Texas and Arizona.
       
       CalEnergy is selling a 50% ownership interest in CE
  Generation in advance of the Company's proposed merger with
  MidAmerican Energy Holdings Company in order to comply with the
  Federal Energy Regulatory Commission's December 17, 1998 ruling
  to ensure the generating facilities which are QFs will maintain
  their status as qualifying facilities under federal regulatory
  requirements.
       
       "As we evaluated strategic business partners, El Paso Energy
  surfaced as a premier energy company already engaged in
  developing new alliances among energy providers," said David L.
  Sokol, Chairman of the Board and Chief Executive Officer of
  CalEnergy.  "We believe this new business relationship will bring
  about many new opportunities for both companies."
       
       Mr. Sokol added, "We are very pleased that the aggregate net
  proceeds from our qualifying facility divestitures (including the
  sale of Coso and the receipt of CE Generation debt proceeds)
  
                               -more-
  CalEnergy Company, Inc.
  February 23, 1999
  Page -2-
  
       exceeds $859 million and we retain 50% of our ownership
  interest in 14 U.S. generating facilities.  Additionally, we now
  look forward to completing the pending MidAmerican Energy merger
  promptly."
       
       "The CE Generation assets are located in key locations
  around the U.S., making them an excellent fit in our overall plan
  to develop power generation capabilities along our coast-to-coast
  pipelines," according to Greg G. Jenkins, president of El Paso
  Energy Marketing Company.  "Combining our fuel management,
  marketing and risk management capabilities with CE Generation's
  proven operational expertise creates a strong partnership that
  further enhances the value of these generating assets."
       
       CalEnergy Company, Inc. is a global energy company that
  manages and owns interests in approximately 5,000 net megawatts
  of power generation facilities in operation, construction and
  development worldwide.  The Company develops and produces energy
  from diversified fuel sources including geothermal, natural gas
  and hydroelectric.  Through its subsidiary Northern Electric,
  CalEnergy supplies and distributes electricity and gas to
  approximately 2.0 million customers in the United Kingdom.
  CalEnergy conducts business in the U.S., U.K., the Philippines,
  Indonesia, Poland and Australia and employs more than 4,400
  people worldwide.  For the year ended December 31, 1998,
  CalEnergy generated revenues of nearly $2.7 billion and at
  December 31, 1998 had assets of approximately $9.1 billion.
  
       With over $10 billion in assets, El Paso Energy Corporation
  provides energy solutions through five business units: Tennessee
  Gas Pipeline Company, El Paso Natural Gas Company, El Paso Field
  Services Company, El Paso Energy Marketing Company and El Paso
  Energy International Company.  The company owns the nation's only
  integrated coast-to-coast natural gas pipeline system and has
  operations in interstate natural gas transmission, gas gathering
  and processing, energy marketing, and international
  infrastructure development.  Visit El Paso Energy's web site at
  www.epenergy.com.
                                  
  Press Contacts:
  CalEnergy Company, Inc                El Paso Energy Corporation
  
  Craig Hammett - Senior Vice          Paula Delaney, Media Relations
    President & CFO 402-341-4500         713-420-6885
  Patti McAtee - Director, Corp.       Bridget McEvoy, Investor Relations
    Communications  402-341-4500         713-420-5597
  Kate Inverarity - Brunswick, 
    Media Relations 212-333-3810