content: Securities and Exchange Commission
                                  
                        Washington, DC 20549
                                  
                              Form 8-K
                                  
                           Current Report
                                  
               Pursuant to Section 13 to 15(d) of the
                    Securities Exchange Act 1934
                                  
                   Date of Report August 15 , 1997
                  (Date of earliest event reported)
                                  
                                  
                                  
                       CalEnergy Company, Inc.
       (Exact name of registrant as specified in its charter)
                                  
                                  
  Delaware                  1-9874             94-2213782
  (State or other       (Commission File    (IRS Employee
  jurisdiction of       Number)             Identification No.)
  incorporation)
  
    302 South 36th Street, Suite 400,  Omaha,  NE          68131
     (Address of principle 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 August 15, 1997, CalEnergy Company., Inc. (the
  "Registrant") announced that its tender offer for 6,540,670
  shares of New York State Electric & Gas Corporation common stock
  at a price of $24.50 per share had expired at midnight on August
  14, 1997 because its minimum tender condition of 9.9% of the
  shares being tendered had not been met.  See attached Press
  Release.
  
  
  
  
  
  
  
  Item 7.   Financial Statements and Exhibits
  
      Exhibit 1 - Press Release dated August 15, 1997
  
                              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:  August 15, 1997
                                                         Exhibit 1
  
  
  
  
                        FOR IMMEDIATE RELEASE
                                  
  Contacts:
  Patti McAtee                                 Joele Frank
  Director, Corporate Communications           Abernathy MacGregor
  (402) 341-4500                               (212) 371-5999
  
           CALENERGY ANNOUNCES EXPIRATION OF TENDER OFFER
                                  
       New York, New York, August 15, 1997.  CalEnergy Company,
  Inc. ("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced today
  that its tender offer for 6,540,670 shares of New York State
  Electric & Gas Corporation ("NYSEG") (NYSE symbol: NGE) common
  stock at a price of $24.50 per share had expired at midnight on
  August 14, 1997 because its minimum tender condition of 9.9% of
  the shares being tendered had not been met.  CalEnergy made the
  following statement:
  
       "We are very appreciative of the many people and
  organizations who supported us in our effort to break the
  monopoly stranglehold which NYSEG has on its ratepayers.  We wish
  you well in your continued efforts to bring down the electric
  rates in your area and to introduce true electric competition.
  We would also like to express our appreciation to the New York
  Public Service Commission for the fair treatment we received.
  
       "It is our belief that a $27.50 per share cash merger price
  for NYSEG was a full and fair offer.  We reiterate that NYSEG's
  Board did a great disservice to its shareholders by refusing to
  meet with us.  We believe NYSEG's frivolous and unrelenting
  litigation efforts and misinformation campaign unfortunately
  resulted in the NYSEG shareholders' decision not to accept our
  offer.
  
       "NYSEG will no doubt claim victory, however, this is truly a
  Pyrrhic victory.  NYSEG management engaged in a scorched earth
  campaign which, in the span of just a few weeks, wasted an
  enormous amount of money that could have been used to create
  value for shareholders and lower rates for customers.
  
  
                              - more -
  
  
  
  
                                - 2 -
  
       "The only beneficiaries in this process appear to be NYSEG's
  Board and Senior Executives who granted themselves $52 million in
  benefits, and NYSEG's investment bankers and lawyers who will
  split over $20,000,000 in fees -- but they have benefited at the
  expense of ratepayers, employees and shareholders of NYSEG.  As
  enormous as these sums are, they pale in comparison to the lost
  rate reductions that we believe we could have achieved.  
  Our proposed rate reductions to all of NYSEG's customers would
  have been over three times the amounts proposed by NYSEG in 
  its tentative settlement with the Public Service Commission 
  staff and would have included reductions for residential 
  customers.  Only through such substantial rate reductions 
  will NYSEG be competitive in the region given the dramatically 
  lower cost of electricity which surrounds New York State.
  
       "CalEnergy will continue to do as it has always done --
  thrive in the competitive marketplace.  We intend to evaluate our
  options and explore other potential combinations."
  
       CalEnergy, which manages and owns interests in over 5,000
  net MW of power generation facilities in operation, construction
  and development worldwide, currently operates 20 generating
  facilities and also supplies and distributes electricity to 1.5
  million customers.
  
  
                                # # #
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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": "97665606"}, "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 to 15(d) of the
                    Securities Exchange Act 1934
                                  
                   Date of Report August 15 , 1997
                  (Date of earliest event reported)
                                  
                                  
                                  
                       CalEnergy Company, Inc.
       (Exact name of registrant as specified in its charter)
                                  
                                  
  Delaware                  1-9874             94-2213782
  (State or other       (Commission File    (IRS Employee
  jurisdiction of       Number)             Identification No.)
  incorporation)
  
    302 South 36th Street, Suite 400,  Omaha,  NE          68131
     (Address of principle 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 August 15, 1997, CalEnergy Company., Inc. (the
  "Registrant") announced that its tender offer for 6,540,670
  shares of New York State Electric & Gas Corporation common stock
  at a price of $24.50 per share had expired at midnight on August
  14, 1997 because its minimum tender condition of 9.9% of the
  shares being tendered had not been met.  See attached Press
  Release.
  
  Item 7.   Financial Statements and Exhibits
  
      Exhibit 1 - Press Release dated August 15, 1997
  
                              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:  August 15, 1997
                                                         Exhibit 1
  
                        FOR IMMEDIATE RELEASE
                                  
  Contacts:
  Patti McAtee                                 Joele Frank
  Director, Corporate Communications           Abernathy MacGregor
  (402) 341-4500                               (212) 371-5999
  
           CALENERGY ANNOUNCES EXPIRATION OF TENDER OFFER
                                  
       New York, New York, August 15, 1997.  CalEnergy Company,
  Inc. ("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced today
  that its tender offer for 6,540,670 shares of New York State
  Electric & Gas Corporation ("NYSEG") (NYSE symbol: NGE) common
  stock at a price of $24.50 per share had expired at midnight on
  August 14, 1997 because its minimum tender condition of 9.9% of
  the shares being tendered had not been met.  CalEnergy made the
  following statement:
  
       "We are very appreciative of the many people and
  organizations who supported us in our effort to break the
  monopoly stranglehold which NYSEG has on its ratepayers.  We wish
  you well in your continued efforts to bring down the electric
  rates in your area and to introduce true electric competition.
  We would also like to express our appreciation to the New York
  Public Service Commission for the fair treatment we received.
  
       "It is our belief that a $27.50 per share cash merger price
  for NYSEG was a full and fair offer.  We reiterate that NYSEG's
  Board did a great disservice to its shareholders by refusing to
  meet with us.  We believe NYSEG's frivolous and unrelenting
  litigation efforts and misinformation campaign unfortunately
  resulted in the NYSEG shareholders' decision not to accept our
  offer.
  
       "NYSEG will no doubt claim victory, however, this is truly a
  Pyrrhic victory.  NYSEG management engaged in a scorched earth
  campaign which, in the span of just a few weeks, wasted an
  enormous amount of money that could have been used to create
  value for shareholders and lower rates for customers.
  
                              - more -
  
                                - 2 -
  
       "The only beneficiaries in this process appear to be NYSEG's
  Board and Senior Executives who granted themselves $52 million in
  benefits, and NYSEG's investment bankers and lawyers who will
  split over $20,000,000 in fees -- but they have benefited at the
  expense of ratepayers, employees and shareholders of NYSEG.  As
  enormous as these sums are, they pale in comparison to the lost
  rate reductions that we believe we could have achieved.  
  Our proposed rate reductions to all of NYSEG's customers would
  have been over three times the amounts proposed by NYSEG in 
  its tentative settlement with the Public Service Commission 
  staff and would have included reductions for residential 
  customers.  Only through such substantial rate reductions 
  will NYSEG be competitive in the region given the dramatically 
  lower cost of electricity which surrounds New York State.
  
       "CalEnergy will continue to do as it has always done --
  thrive in the competitive marketplace.  We intend to evaluate our
  options and explore other potential combinations."
  
       CalEnergy, which manages and owns interests in over 5,000
  net MW of power generation facilities in operation, construction
  and development worldwide, currently operates 20 generating
  facilities and also supplies and distributes electricity to 1.5
  million customers.
  
                                # # #