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 January 29, 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  January  29, 1999, the Registrant announced that  it  has
  commenced  a  cash offer for all of its outstanding 9 7/8%  Limited
  Recourse  Senior  Secured Notes due 2003.   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 January 29, 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: January 29, 1999
  <PAGE>
                               EXHIBIT 1
  
  
  FOR IMMEDIATE RELEASE
  Craig Hammett - Senior Vice President, Chief Financial Officer 402-341-4500
  Patti McAtee - Director, Corporate Communications              402-341-4500
  Kate Inverarity - Brunswick                                    212-333-3810
                                   
            CalEnergy Commences Cash Offer For Outstanding
         9 7/8% Limited Recourse Senior Secured Notes Due 2003
  
       OMAHA, NE, January 29, 1999:  CalEnergy Company, Inc.
  ("CalEnergy" or the "Company") (NYSE:  CE; PCX and London)
  announced today that it has commenced a cash offer for all of its
  outstanding 9 7/8% Limited Recourse Senior Secured Notes due 2003
  (the "Notes") (CUSIP No. 130190AD3).
  
       In conjunction with the offer, CalEnergy is soliciting
  consents of registered holders of the Notes to certain proposed
  amendments to the Indenture pursuant to which the Notes were issued
  to eliminate substantially all of the restrictive covenants and
  related events of default.  The total consideration for each $1,000
  principal amount of the Notes validly tendered and not withdrawn
  pursuant to the offer and for which consents to the proposed
  amendments are timely given will be the price based on the
  redemption price of $1,049.375 on June 30, 2000, the earliest
  redemption date for the Notes (the "Earliest Redemption Date"),
  that would result from a yield (the "Reference Yield") from the
  date and time that the Notes are accepted for payment by CalEnergy
  pursuant to the offer (the "Payment Date") to the Earliest
  Redemption Date equal to the sum of (i) the yield on the 5 3/8%
  U.S. Treasury Note due June 30, 2000 (the "Reference Security"), as
  calculated by the dealer managers in accordance with standard
  market practice, based on the bid price for such Reference Security
  as of 2:00 p.m., New York City time, on the Price Determination
  Date - which is the second business day immediately preceding the
  Expiration Date of the offer, plus (ii) 50 basis points (such price
  being rounded to the nearest cent per $1,000 principal amount of
  Notes) (such consideration referred to as the "Total
  Consideration").  The Tender Offer Consideration will be the Total
  Consideration minus the Consent Payment.  The Consent Payment is
  equal to $20.00 for each $1,000 principal amount of Notes.  In
  addition, CalEnergy will pay accrued and unpaid cash interest (at
  the current rate under the Indenture) to, but not including the
  Payment Date.
  
       The Expiration Date is midnight, New York City time, on
  Friday, February 26, 1999, or such later date and time to which the
  offer is extended.
  
       Holders of Notes must tender their Notes at or prior to the
  Expiration Date in order to receive the Tender Offer Consideration
  and must also provide their consents to the proposed amendments to
  the Indenture at or prior to the Consent Date (5:00 p.m. February
  11, 1999, or any extension) in order to receive the Consent
  Payment.
  
  
  
                                -more-
  <PAGE>
  CalEnergy Company, Inc.
  January 29, 1999
  Page -2-
  
  
       The offer and solicitation are subject to a number of
  conditions which are set forth in the Offer to Purchase and Consent
  Solicitation Statement.  Credit Suisse First Boston and Lehman
  Brothers are the dealer managers and solicitation agents and
  MacKenzie Partners, Inc. is the information agent.  Information
  concerning the offer, the consent solicitation, the current yield
  on the Reference Security and the Tender Offer Consideration of the
  Notes will be available from Credit Suisse First Boston at 1-800-
  820-1653 or from Lehman Brothers at 1-800-438-3242.  Requests for
  assistance or additional sets of the offering materials may be
  directed to the information agent at 1-800-322-2885 or 1-212-929-
  5500 (call collect).  Information regarding the offer and the
  current solicitation will be available on MCM "Corporate Watch"
  Service on Telerate Pages 64166-64167 and Bloomberg Pages MCM 7891-
  7892.
  
       This announcement is not an offer to purchase, a solicitation
  of an offer to purchase or a solicitation of consents with respect
  to the Notes.  The offer and consent solicitation are being made
  solely by the Offer to Purchase and Consent Solicitation Statement
  dated January 29, 1999 and the related Consent and Letter of
  Transmittal, as the same may be amended from time to time.
  
       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.
  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.
  
  
                           www.calenergy.com
                                   
                                 # # #
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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": "99517902"}, "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 January 29, 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  January  29, 1999, the Registrant announced that  it  has
  commenced  a  cash offer for all of its outstanding 9 7/8%  Limited
  Recourse  Senior  Secured Notes due 2003.   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 January 29, 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: January 29, 1999
  EXHIBIT 1
  
  FOR IMMEDIATE RELEASE
  Craig Hammett - Senior Vice President, Chief Financial Officer 402-341-4500
  Patti McAtee - Director, Corporate Communications              402-341-4500
  Kate Inverarity - Brunswick                                    212-333-3810
                                   
            CalEnergy Commences Cash Offer For Outstanding
         9 7/8% Limited Recourse Senior Secured Notes Due 2003
  
       OMAHA, NE, January 29, 1999:  CalEnergy Company, Inc.
  ("CalEnergy" or the "Company") (NYSE:  CE; PCX and London)
  announced today that it has commenced a cash offer for all of its
  outstanding 9 7/8% Limited Recourse Senior Secured Notes due 2003
  (the "Notes") (CUSIP No. 130190AD3).
  
       In conjunction with the offer, CalEnergy is soliciting
  consents of registered holders of the Notes to certain proposed
  amendments to the Indenture pursuant to which the Notes were issued
  to eliminate substantially all of the restrictive covenants and
  related events of default.  The total consideration for each $1,000
  principal amount of the Notes validly tendered and not withdrawn
  pursuant to the offer and for which consents to the proposed
  amendments are timely given will be the price based on the
  redemption price of $1,049.375 on June 30, 2000, the earliest
  redemption date for the Notes (the "Earliest Redemption Date"),
  that would result from a yield (the "Reference Yield") from the
  date and time that the Notes are accepted for payment by CalEnergy
  pursuant to the offer (the "Payment Date") to the Earliest
  Redemption Date equal to the sum of (i) the yield on the 5 3/8%
  U.S. Treasury Note due June 30, 2000 (the "Reference Security"), as
  calculated by the dealer managers in accordance with standard
  market practice, based on the bid price for such Reference Security
  as of 2:00 p.m., New York City time, on the Price Determination
  Date - which is the second business day immediately preceding the
  Expiration Date of the offer, plus (ii) 50 basis points (such price
  being rounded to the nearest cent per $1,000 principal amount of
  Notes) (such consideration referred to as the "Total
  Consideration").  The Tender Offer Consideration will be the Total
  Consideration minus the Consent Payment.  The Consent Payment is
  equal to $20.00 for each $1,000 principal amount of Notes.  In
  addition, CalEnergy will pay accrued and unpaid cash interest (at
  the current rate under the Indenture) to, but not including the
  Payment Date.
  
       The Expiration Date is midnight, New York City time, on
  Friday, February 26, 1999, or such later date and time to which the
  offer is extended.
  
       Holders of Notes must tender their Notes at or prior to the
  Expiration Date in order to receive the Tender Offer Consideration
  and must also provide their consents to the proposed amendments to
  the Indenture at or prior to the Consent Date (5:00 p.m. February
  11, 1999, or any extension) in order to receive the Consent
  Payment.
  
                                -more-
  CalEnergy Company, Inc.
  January 29, 1999
  Page -2-
  
       The offer and solicitation are subject to a number of
  conditions which are set forth in the Offer to Purchase and Consent
  Solicitation Statement.  Credit Suisse First Boston and Lehman
  Brothers are the dealer managers and solicitation agents and
  MacKenzie Partners, Inc. is the information agent.  Information
  concerning the offer, the consent solicitation, the current yield
  on the Reference Security and the Tender Offer Consideration of the
  Notes will be available from Credit Suisse First Boston at 1-800-
  820-1653 or from Lehman Brothers at 1-800-438-3242.  Requests for
  assistance or additional sets of the offering materials may be
  directed to the information agent at 1-800-322-2885 or 1-212-929-
  5500 (call collect).  Information regarding the offer and the
  current solicitation will be available on MCM "Corporate Watch"
  Service on Telerate Pages 64166-64167 and Bloomberg Pages MCM 7891-
  7892.
  
       This announcement is not an offer to purchase, a solicitation
  of an offer to purchase or a solicitation of consents with respect
  to the Notes.  The offer and consent solicitation are being made
  solely by the Offer to Purchase and Consent Solicitation Statement
  dated January 29, 1999 and the related Consent and Letter of
  Transmittal, as the same may be amended from time to time.
  
       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.
  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.
  
                           www.calenergy.com
                                   
                                 # # #