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 March 28, 1994  
                            (Date of earliest event reported)
  
  
  
  
                     California Energy 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)      
  
  
  
        10831 Old Mill Road              Omaha, Nebraska             68154   
  (Address of principal executive offices)                          Zip Code
  
  
  
  Registrant's Telephone Number, including area code: (402)330-8900
  
  
  
                                  N/A                                        
              (Former name or former address, if changed since last report)
  
  ITEM 5.  Other Events
  
        On March 28, 1994 the Registrant announced the closing of
  its offering of Senior Discount Notes on March 24, 1994.  The
  Senior Discount Notes, which accrete to an aggregate principal
  amount of $529,640,000 at maturity, provide gross proceeds to the
  Company of $390,000,017, are redeemable after five years at the
  option of the Registrant for a premium declining to par in 2002,
  bear an interest rate of 10 1/4% and mature on January 15, 2004. 
  A copy of the press release (which in no way constitutes an offer
  to sell or a solicitation of an offer to buy the Senior Discount
  Notes, nor shall there be any sale of these securities in any
  State in which such offer, solicitation or sale would be unlawful
  prior to registration or qualification under the securities laws
  of any such State) issued by the Registrant and the Indenture
  (including a form of Senior Discount Note) dated as of March 24,
  1994, setting forth the terms of the Senior Discount Notes are
  set forth as Exhibits 1 and 2 hereto and are incorporated herein
  by reference.  The foregoing description of the Senior Discount
  Notes does not purport to be complete and is qualified in its
  entirety by reference to Exhibit 2.
  
  
  
  ITEM 7.  Financial Statements and Exhibits
        
        Exhibit 1 - Press Release dated March 28, 1994.
        Exhibit 2 - Indenture dated as of March 24, 1994 between
                       the Registrant and IBJ Schroder Bank and Trust
                       Company.                
  
  
  
  
  
  
  
  
                                  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.
  
                                         California Energy Company, Inc.
  
  
  
                                         By:   /s/ Steven A. McArthur
                                               Steven A. McArthur
                                               Senior Vice President
  
  Dated:  March 28, 1994
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3243}]
metadata_filer: {"company-data": {"conformed-name": "CALIFORNIA ENERGY CO INC", "cik": "0000720556", "assigned-sic": "4961", "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": "94518340"}, "business-address": {"street1": "10831 OLD MILL RD STE 900", "city": "OMAHA", "state": "NE", "zip": "68154", "phone": "4023308900"}, "mail-address": {"street1": "10831 OLD MILL ROAD", "city": "OMAHA", "state": "NE", "zip": "68154"}}
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 March 28, 1994  
                            (Date of earliest event reported)
  
                     California Energy 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)      
  
        10831 Old Mill Road              Omaha, Nebraska             68154   
  (Address of principal executive offices)                          Zip Code
  
  Registrant's Telephone Number, including area code: (402)330-8900
  
                                  N/A                                        
              (Former name or former address, if changed since last report)
  
  ITEM 5.  Other Events
  
        On March 28, 1994 the Registrant announced the closing of
  its offering of Senior Discount Notes on March 24, 1994.  The
  Senior Discount Notes, which accrete to an aggregate principal
  amount of $529,640,000 at maturity, provide gross proceeds to the
  Company of $390,000,017, are redeemable after five years at the
  option of the Registrant for a premium declining to par in 2002,
  bear an interest rate of 10 1/4% and mature on January 15, 2004. 
  A copy of the press release (which in no way constitutes an offer
  to sell or a solicitation of an offer to buy the Senior Discount
  Notes, nor shall there be any sale of these securities in any
  State in which such offer, solicitation or sale would be unlawful
  prior to registration or qualification under the securities laws
  of any such State) issued by the Registrant and the Indenture
  (including a form of Senior Discount Note) dated as of March 24,
  1994, setting forth the terms of the Senior Discount Notes are
  set forth as Exhibits 1 and 2 hereto and are incorporated herein
  by reference.  The foregoing description of the Senior Discount
  Notes does not purport to be complete and is qualified in its
  entirety by reference to Exhibit 2.
  
  ITEM 7.  Financial Statements and Exhibits
        
        Exhibit 1 - Press Release dated March 28, 1994.
        Exhibit 2 - Indenture dated as of March 24, 1994 between
                       the Registrant and IBJ Schroder Bank and Trust
                       Company.                
  
                                  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.
  
                                         California Energy Company, Inc.
  
                                         By:   /s/ Steven A. McArthur
                                               Steven A. McArthur
                                               Senior Vice President
  
  Dated:  March 28, 1994