content: CalEnergy Company, Inc.
  302 South 36th Street, Suite 400
  Omaha, NE  68131
  
  
  April 2, 1996
  
  
  VIA ELECTRONIC TRANSMISSION
  
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, D.C.  20549
  Attention: Filing Desk
  
           Re:  Current Report on Form 8-K of
                CalEnergy Company, Inc.
  
  
  Dear Sir or Madam:
  
      CalEnergy Company, Inc., a Delaware corporation (the "Company")
  herewith transmits for filing with the Securities and Exchange Commission
  the Company's Current Report on Form 8-K dated April 2, 1996.
  
      Please direct all comments and questions on these materials to the
  undersigned at (402) 341-4500.    
  
                               Very truly yours,
  
  
                               /s/ Douglas L. Anderson
                               Douglas L. Anderson
                               Assistant Secretary and
                               Assistant General Counsel
                               (U.S. and Corporate)
  
  
  
  Enclosures
  
  cc: John G. Sylvia
      Steven A. McArthur
      Greg Abel
      Gary Yocum, Deloitte & Touche
  
  <PAGE>
  
  
  
                            FORM 8-K
  
  
  
               SECURITIES AND EXCHANGE COMMISSION
  
                     Washington, D.C. 20549
  
  
                         CURRENT REPORT
  
                Pursuant to Section 13 or 15 (d)
             of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  April 2, 1996
  
                     CalEnergy Company, Inc.
     (Exact name of registrant as specified in its charter)
  
  
                            Delaware
         (State of other jurisdiction of incorporation)
  
  
      1-9874                             94-2213782
  (Commission File Number)     (I.R.S. Employer Identification No.)
  
  
          302 South 36th Street, Omaha, Nebraska 68131
            (Address of principal executive offices)
  
  
            Registrant's telephone number, including
                   area code:  (402) 341-4500
  
  
                         Not Applicable
  (Former name or former address, if changed since last report.)
  
  Item 5.  Other Events.
  
      In connection with the "safe harbor" provisions of the Private
  Securities Litigation Reform Act of 1995 (the "Reform Act"), CalEnergy
  Company, Inc. (the "Company") is hereby filing cautionary statements
  identifying important factors that could cause the Company's actual results
  to differ materially from those projected in forward-looking statements of
  the Company made by or on behalf of the Company, whether oral or written. 
  The Company wishes to ensure that any forward-looking statements are
  accompanied by meaningful cautionary statements in order to maximize to the
  fullest extent possible the protections of the safe harbor established in
  the Reform Act.  Accordingly, any such statements are qualified in their
  entirety by reference to, and are accompanied by, the following important
  factors, among others, that could cause the Company's actual results to
  differ materially from those projected in forward-looking statements of the
  Company made by or on behalf of the Company.
  
      The Company cautions that the following important factors, among
  others (including but not limited to factors mentioned from time to time in
  the Company's reports filed with the Securities and Exchange Commission),
  could affect the Company's actual results and could cause the Company's
  actual consolidated results to differ materially from those expressed in
  any forward-looking statements of the Company made by or on behalf of the
  Company.  The factors included here are not exhaustive. Further, any
  forward-looking statement speaks only as of the date on which such
  statement is made, and the Company undertakes no obligation to update any
  forward-looking statement or statements to reflect events or circumstances
  after the date on which such statement is made or to reflect the occurrence
  of unanticipated events.  New factors emerge from time to time and it is
  not possible for management to predict all of such factors, nor can it
  assess the impact of each such factor on the business or the extent to
  which any factor, or combination of factors, may cause actual results to
  differ materially from those contained in any forward-looking statements. 
  Therefore, forward-looking statements should not be relied upon as a
  prediction of actual future results.
  
      1.   Development Uncertainty.  The Company is actively seeking to
  develop, construct, own and operate new power projects utilizing geothermal
  and other technologies, both domestically and internationally, the
  completion of any of which is subject to substantial risk.  The Company has
  in development or under construction projects representing several times
  the generating capacity of those currently in operation.  Development can
  require the Company to expend significant sums for preliminary engineering,
  permitting, legal and other expenses in preparation for competitive bids
  which the Company may not win or before it can be determined whether a
  project is feasible, economically attractive or capable of being financed. 
  Successful development and construction is contingent upon, among other
  things, negotiation on terms satisfactory to the Company of engineering,
  construction, fuel supply and power sales contracts with other project
  participants, receipt of required governmental permits and consents and
  timely implementation of construction.  Further, there can be no assurance
  that the Company, which is substantially leveraged, will obtain access to
  the substantial debt and equity capital required to continue to developed
  and construct electric power projects or to refinance projects.  The future
  growth of the Company is dependent, in large part, upon the demand for
  significant amounts of additional electrical generating capacity and its
  ability to obtain contracts to supply portions of this capacity.  There can
  be no assurance that development efforts on any particular project, or the
  Company's efforts generally, will be successful.
  
      2.   Development Uncertainty Outside the United States.  The Company
  has various projects under construction outside the United States and a
  number of projects under award outside the United States.  The financing
  and development of projects outside the United States entail significant
  political and financial risks (including without limitation uncertainties
  associated with  privatization efforts in the countries involved, currency
  exchange rate fluctuations, currency repatriation restrictions, political
  instability, civil unrest and expropriation) and other structuring issues
  that have the potential to cause substantial delays in respect of or
  material impairment of the value of the project being developed, which the
  Company may not be capable of fully insuring against.  The uncertainty of
  the legal environment in certain foreign countries in which the Company is
  developing and may develop or acquire projects could make it more difficult
  for the Company to enforce its rights under agreements relating to such
  projects.  In addition, the laws and regulations of certain countries may
  limit the ability of the Company to hold a majority interest in some of the
  projects that it may develop or acquire.  The Company's international
  projects may, in certain cases, be terminated by the applicable foreign
  governments.
  
      3.   Exploration, Development and Operation Uncertainties of
  Geothermal Resources.  Geothermal exploration, development and operations
  are subject to uncertainties similar to those typically associated with oil
  and gas exploration and development, including dry holes and uncontrolled
  releases.  Because of the geological complexities of geothermal reservoirs,
  the geographic area and sustainable output of geothermal reservoirs can
  only be estimated and cannot be definitively established.  There is,
  accordingly, a risk of an unexpected decline in the capacity of geothermal
  wells and a risk of geothermal reservoirs not being sufficient for
  sustained generation of the electrical power capacity desired.  In
  addition, geothermal power production poses unusual risks of seismic
  activity.  Accordingly, there can be no assurance that earthquake, property
  damage or business interruption insurance will be adequate to cover all
  potential losses sustained in the event of serious seismic disturbances or
  that such insurance will be available on commercially reasonable terms. 
  The success of a geothermal project depends on the quality of the
  geothermal resource and operational factors relating to the extraction of
  the geothermal fluids involved in such project.  The quality of a
  geothermal resource is affected by a number of factors, including the size
  of the reservoir, the temperature and pressure of the geothermal fluids in
  such reservoir, the depth and capacity of the production and injection
  wells, the amount of dissolved solids and noncondensible gases contained in
  such geothermal fluids, and the permeability of the subsurface rock
  formations containing such geothermal resource, including the presence,
  extent and location of fractures in such rocks.  The quality of a
  geothermal resource may decline as a result of a number of factors,
  including the intrusion of lower-temperature fluid into the producing zone. 
  An incorrect estimate by the Company of the quality of geothermal resource,
  or a decline in such quality, could have a material adverse effect on the
  Company's results of operations.  In addition, both the cost of operations
  and the operating performance of geothermal power plants may be adversely
  affected by a variety of operating factors.  Production and injection wells
  can require frequent maintenance or replacement.  Corrosion caused by high-
  temperature and high-salinity geothermal fluids may compel the replacement
  or repair of certain equipment, vessels or pipelines.  New production and
  injection wells may be required for the maintenance of current operating
  levels, thereby requiring substantial capital expenditures.
  
      4.   Competition.  The international power production market is
  characterized by numerous strong and capable competitors, many of which
  have more extensive and more diversified developmental or operating
  experience (including international experience) and greater financial
  resources than the Company.  Many of these competitors also compete in the
  domestic market.  Further, in recent years, the domestic power production
  industry has been characterized by strong and increasing competition with
  respect to the industry's efforts to obtain new power sales agreements,
  which has contributed to a reduction in prices offered by utilities.  In
  this regard, many utilities often engage in "competitive bid" solicitations
  to satisfy new capacity demands.  In the domestic market, the Energy Policy
  Act of 1992 is expected to increase competition.
  
      5.   Present Dependence on Large Customer.  The Company currently
  relies on long-term power purchase "Standard Offer No. 4" contracts (each,
  an "SO4 Agreement") with a single customer, Southern California Edison
  Company ("Edison") to generate substantially all of its operating revenues. 
  Any material failure by Edison to fulfill its contractual obligations under
  any of such contracts is likely to have a material adverse effect on the
  Company's results of operations.  Each of the Company's SO4 Agreements
  provides for both capacity payments and energy payments for a term of
  between 20 and 30 years.  During the first ten years of the term of each
  SO4 Agreement, energy payments are based on a pre-set schedule. 
  Thereafter, while the basis for the capacity payment remains the same, the
  required energy payment is Edison's then-current published avoided cost of
  energy ("Avoided Cost of Energy"), as determined by the California Public
  Utility Commission ("CPUC").
  
      Estimates of Edison's future Avoided Cost of Energy vary
  substantially in any given year.  The Company cannot predict the likely
  level of Avoided Cost of Energy prices under its SO4 Agreements with Edison
  at the expiration of the fixed-price periods.  Edison's Avoided Cost of
  Energy as determined by the CPUC is currently substantially below the
  current energy prices under the Company's respective SO4 Agreements and is
  currently expected to remain so.  Thus, the revenues generated by each of
  the Company's facilities operating under SO4 Agreements are likely to
  decline significantly after the expiration of the fixed price period.
  
      6.   Impact of Environmental and other Regulations.  The Company is
  subject to a number of environmental and other laws and regulations
  affecting many aspects of its present and future operations, including the
  disposal of various forms of waste, the construction or permitting of new
  facilities and the drilling and operation of new and existing wells.  Such
  laws and regulations generally require the Company to obtain and comply
  with a wide variety of licenses, permits and other approvals.  The Company
  also remains subject to a number of complex and stringent laws and
  regulations that both public officials and private individuals may seek to
  enforce.  There can be no assurance that existing regulations will not be
  revised or that new regulations will not be adopted or become applicable to
  the Company which could have an adverse impact on its operations.  The
  implementation of regulatory changes imposing more comprehensive or
  stringent requirements on the Company, which would result in increased
  compliance costs, could have a material adverse effect on the Company's
  results of operations.  In addition, regulatory compliance for the
  construction of new facilities is a costly and time-consuming process, and
  intricate and rapidly changing environmental regulations may require major
  expenditures for permitting and create the risk of expensive delays or
  material impairment of project value if projects cannot function as planned
  due to changing regulatory requirements or local opposition.
  
      7.   Leverage. The Company is substantially leveraged.  The
  Company's substantial level of debt presents the risk that the Company
  might not generate sufficient cash to service the Company's indebtedness or
  that its leveraged capital structure could limit its ability to finance the
  acquisition and development of additional projects, to compete effectively
  or to operate successfully under adverse economic conditions.
  
      8.   Holding Company Structure.  The Company is a holding company
  which derives substantially all of its operating income from its
  subsidiaries' and joint ventures' ownership interests in the projects owned
  and operated by such entities.  The Company expects that its future
  development efforts will be similarly structured to involve operating
  subsidiaries, joint ventures and partnerships.  The Company must rely upon
  dividends and other payments from its subsidiaries, partnerships and joint
  ventures to generate the funds necessary to meet its obligations, including
  the payment of principal, interest and premium, if any, on its debt
  securities.  Distributions from such entities are restricted under various
  covenants and conditions contained in the financing documents by which they
  are bound and pursuant to which the shares of stock or assets which are
  owned by the Company in such entities is directly or indirectly pledged to
  secure such financings.  The availability of distributions from the
  Company's projects are also subject to the satisfaction of various
  covenants and conditions contained in the applicable project documents and
  applicable shareholder, joint ventures, operating and  partnership
  agreements relating to certain projects.  Furthermore, the Company is
  currently structuring  project documents and project financing arrangements
  containing, and anticipates that future project level financings will
  contain, certain conditions and similar restrictions on the distribution of
  cash flow to the Company.  Any right of the Company to receive any assets
  of any of its subsidiaries or other affiliates upon any liquidation or
  reorganization of the Company will be effectively subordinated to the
  claims of any such subsidiary's or other affiliates' creditors (including
  trade creditors and holders of debt issued by such subsidiary or other
  affiliate).
  
  SIGNATURES
  
  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 thereunto duly authorized.
  
                                   CalEnergy Company, Inc.
  
  
  
  Dated:  April 2, 1996      By: /s/ Steven A. McArthur       
                                        Steven A. McArthur
                                        Senior Vice President
                                        and General Counsel
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 16749}]
metadata_filer: {"company-data": {"conformed-name": "CALENERGY 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": "96543647"}, "business-address": {"street1": "302 S 36TH ST", "street2": "STE 400", "city": "OMAHA", "state": "NE", "zip": "68131", "phone": "4023414500"}, "mail-address": {"street1": "10831 OLD MILL ROAD", "city": "OMAHA", "state": "NE", "zip": "68154"}, "former-company": {"former-conformed-name": "CALIFORNIA ENERGY CO INC", "date-changed": "19920703"}}
text: CalEnergy Company, Inc.
  302 South 36th Street, Suite 400
  Omaha, NE  68131
  
  April 2, 1996
  
  VIA ELECTRONIC TRANSMISSION
  
  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, D.C.  20549
  Attention: Filing Desk
  
           Re:  Current Report on Form 8-K of
                CalEnergy Company, Inc.
  
  Dear Sir or Madam:
  
      CalEnergy Company, Inc., a Delaware corporation (the "Company")
  herewith transmits for filing with the Securities and Exchange Commission
  the Company's Current Report on Form 8-K dated April 2, 1996.
  
      Please direct all comments and questions on these materials to the
  undersigned at (402) 341-4500.    
  
                               Very truly yours,
  
                               /s/ Douglas L. Anderson
                               Douglas L. Anderson
                               Assistant Secretary and
                               Assistant General Counsel
                               (U.S. and Corporate)
  
  Enclosures
  
  cc: John G. Sylvia
      Steven A. McArthur
      Greg Abel
      Gary Yocum, Deloitte & Touche
  FORM 8-K
  
               SECURITIES AND EXCHANGE COMMISSION
  
                     Washington, D.C. 20549
  
                         CURRENT REPORT
  
                Pursuant to Section 13 or 15 (d)
             of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  April 2, 1996
  
                     CalEnergy Company, Inc.
     (Exact name of registrant as specified in its charter)
  
                            Delaware
         (State of other jurisdiction of incorporation)
  
      1-9874                             94-2213782
  (Commission File Number)     (I.R.S. Employer Identification No.)
  
          302 South 36th Street, Omaha, Nebraska 68131
            (Address of principal executive offices)
  
            Registrant's telephone number, including
                   area code:  (402) 341-4500
  
                         Not Applicable
  (Former name or former address, if changed since last report.)
  
  Item 5.  Other Events.
  
      In connection with the "safe harbor" provisions of the Private
  Securities Litigation Reform Act of 1995 (the "Reform Act"), CalEnergy
  Company, Inc. (the "Company") is hereby filing cautionary statements
  identifying important factors that could cause the Company's actual results
  to differ materially from those projected in forward-looking statements of
  the Company made by or on behalf of the Company, whether oral or written. 
  The Company wishes to ensure that any forward-looking statements are
  accompanied by meaningful cautionary statements in order to maximize to the
  fullest extent possible the protections of the safe harbor established in
  the Reform Act.  Accordingly, any such statements are qualified in their
  entirety by reference to, and are accompanied by, the following important
  factors, among others, that could cause the Company's actual results to
  differ materially from those projected in forward-looking statements of the
  Company made by or on behalf of the Company.
  
      The Company cautions that the following important factors, among
  others (including but not limited to factors mentioned from time to time in
  the Company's reports filed with the Securities and Exchange Commission),
  could affect the Company's actual results and could cause the Company's
  actual consolidated results to differ materially from those expressed in
  any forward-looking statements of the Company made by or on behalf of the
  Company.  The factors included here are not exhaustive. Further, any
  forward-looking statement speaks only as of the date on which such
  statement is made, and the Company undertakes no obligation to update any
  forward-looking statement or statements to reflect events or circumstances
  after the date on which such statement is made or to reflect the occurrence
  of unanticipated events.  New factors emerge from time to time and it is
  not possible for management to predict all of such factors, nor can it
  assess the impact of each such factor on the business or the extent to
  which any factor, or combination of factors, may cause actual results to
  differ materially from those contained in any forward-looking statements. 
  Therefore, forward-looking statements should not be relied upon as a
  prediction of actual future results.
  
      1.   Development Uncertainty.  The Company is actively seeking to
  develop, construct, own and operate new power projects utilizing geothermal
  and other technologies, both domestically and internationally, the
  completion of any of which is subject to substantial risk.  The Company has
  in development or under construction projects representing several times
  the generating capacity of those currently in operation.  Development can
  require the Company to expend significant sums for preliminary engineering,
  permitting, legal and other expenses in preparation for competitive bids
  which the Company may not win or before it can be determined whether a
  project is feasible, economically attractive or capable of being financed. 
  Successful development and construction is contingent upon, among other
  things, negotiation on terms satisfactory to the Company of engineering,
  construction, fuel supply and power sales contracts with other project
  participants, receipt of required governmental permits and consents and
  timely implementation of construction.  Further, there can be no assurance
  that the Company, which is substantially leveraged, will obtain access to
  the substantial debt and equity capital required to continue to developed
  and construct electric power projects or to refinance projects.  The future
  growth of the Company is dependent, in large part, upon the demand for
  significant amounts of additional electrical generating capacity and its
  ability to obtain contracts to supply portions of this capacity.  There can
  be no assurance that development efforts on any particular project, or the
  Company's efforts generally, will be successful.
  
      2.   Development Uncertainty Outside the United States.  The Company
  has various projects under construction outside the United States and a
  number of projects under award outside the United States.  The financing
  and development of projects outside the United States entail significant
  political and financial risks (including without limitation uncertainties
  associated with  privatization efforts in the countries involved, currency
  exchange rate fluctuations, currency repatriation restrictions, political
  instability, civil unrest and expropriation) and other structuring issues
  that have the potential to cause substantial delays in respect of or
  material impairment of the value of the project being developed, which the
  Company may not be capable of fully insuring against.  The uncertainty of
  the legal environment in certain foreign countries in which the Company is
  developing and may develop or acquire projects could make it more difficult
  for the Company to enforce its rights under agreements relating to such
  projects.  In addition, the laws and regulations of certain countries may
  limit the ability of the Company to hold a majority interest in some of the
  projects that it may develop or acquire.  The Company's international
  projects may, in certain cases, be terminated by the applicable foreign
  governments.
  
      3.   Exploration, Development and Operation Uncertainties of
  Geothermal Resources.  Geothermal exploration, development and operations
  are subject to uncertainties similar to those typically associated with oil
  and gas exploration and development, including dry holes and uncontrolled
  releases.  Because of the geological complexities of geothermal reservoirs,
  the geographic area and sustainable output of geothermal reservoirs can
  only be estimated and cannot be definitively established.  There is,
  accordingly, a risk of an unexpected decline in the capacity of geothermal
  wells and a risk of geothermal reservoirs not being sufficient for
  sustained generation of the electrical power capacity desired.  In
  addition, geothermal power production poses unusual risks of seismic
  activity.  Accordingly, there can be no assurance that earthquake, property
  damage or business interruption insurance will be adequate to cover all
  potential losses sustained in the event of serious seismic disturbances or
  that such insurance will be available on commercially reasonable terms. 
  The success of a geothermal project depends on the quality of the
  geothermal resource and operational factors relating to the extraction of
  the geothermal fluids involved in such project.  The quality of a
  geothermal resource is affected by a number of factors, including the size
  of the reservoir, the temperature and pressure of the geothermal fluids in
  such reservoir, the depth and capacity of the production and injection
  wells, the amount of dissolved solids and noncondensible gases contained in
  such geothermal fluids, and the permeability of the subsurface rock
  formations containing such geothermal resource, including the presence,
  extent and location of fractures in such rocks.  The quality of a
  geothermal resource may decline as a result of a number of factors,
  including the intrusion of lower-temperature fluid into the producing zone. 
  An incorrect estimate by the Company of the quality of geothermal resource,
  or a decline in such quality, could have a material adverse effect on the
  Company's results of operations.  In addition, both the cost of operations
  and the operating performance of geothermal power plants may be adversely
  affected by a variety of operating factors.  Production and injection wells
  can require frequent maintenance or replacement.  Corrosion caused by high-
  temperature and high-salinity geothermal fluids may compel the replacement
  or repair of certain equipment, vessels or pipelines.  New production and
  injection wells may be required for the maintenance of current operating
  levels, thereby requiring substantial capital expenditures.
  
      4.   Competition.  The international power production market is
  characterized by numerous strong and capable competitors, many of which
  have more extensive and more diversified developmental or operating
  experience (including international experience) and greater financial
  resources than the Company.  Many of these competitors also compete in the
  domestic market.  Further, in recent years, the domestic power production
  industry has been characterized by strong and increasing competition with
  respect to the industry's efforts to obtain new power sales agreements,
  which has contributed to a reduction in prices offered by utilities.  In
  this regard, many utilities often engage in "competitive bid" solicitations
  to satisfy new capacity demands.  In the domestic market, the Energy Policy
  Act of 1992 is expected to increase competition.
  
      5.   Present Dependence on Large Customer.  The Company currently
  relies on long-term power purchase "Standard Offer No. 4" contracts (each,
  an "SO4 Agreement") with a single customer, Southern California Edison
  Company ("Edison") to generate substantially all of its operating revenues. 
  Any material failure by Edison to fulfill its contractual obligations under
  any of such contracts is likely to have a material adverse effect on the
  Company's results of operations.  Each of the Company's SO4 Agreements
  provides for both capacity payments and energy payments for a term of
  between 20 and 30 years.  During the first ten years of the term of each
  SO4 Agreement, energy payments are based on a pre-set schedule. 
  Thereafter, while the basis for the capacity payment remains the same, the
  required energy payment is Edison's then-current published avoided cost of
  energy ("Avoided Cost of Energy"), as determined by the California Public
  Utility Commission ("CPUC").
  
      Estimates of Edison's future Avoided Cost of Energy vary
  substantially in any given year.  The Company cannot predict the likely
  level of Avoided Cost of Energy prices under its SO4 Agreements with Edison
  at the expiration of the fixed-price periods.  Edison's Avoided Cost of
  Energy as determined by the CPUC is currently substantially below the
  current energy prices under the Company's respective SO4 Agreements and is
  currently expected to remain so.  Thus, the revenues generated by each of
  the Company's facilities operating under SO4 Agreements are likely to
  decline significantly after the expiration of the fixed price period.
  
      6.   Impact of Environmental and other Regulations.  The Company is
  subject to a number of environmental and other laws and regulations
  affecting many aspects of its present and future operations, including the
  disposal of various forms of waste, the construction or permitting of new
  facilities and the drilling and operation of new and existing wells.  Such
  laws and regulations generally require the Company to obtain and comply
  with a wide variety of licenses, permits and other approvals.  The Company
  also remains subject to a number of complex and stringent laws and
  regulations that both public officials and private individuals may seek to
  enforce.  There can be no assurance that existing regulations will not be
  revised or that new regulations will not be adopted or become applicable to
  the Company which could have an adverse impact on its operations.  The
  implementation of regulatory changes imposing more comprehensive or
  stringent requirements on the Company, which would result in increased
  compliance costs, could have a material adverse effect on the Company's
  results of operations.  In addition, regulatory compliance for the
  construction of new facilities is a costly and time-consuming process, and
  intricate and rapidly changing environmental regulations may require major
  expenditures for permitting and create the risk of expensive delays or
  material impairment of project value if projects cannot function as planned
  due to changing regulatory requirements or local opposition.
  
      7.   Leverage. The Company is substantially leveraged.  The
  Company's substantial level of debt presents the risk that the Company
  might not generate sufficient cash to service the Company's indebtedness or
  that its leveraged capital structure could limit its ability to finance the
  acquisition and development of additional projects, to compete effectively
  or to operate successfully under adverse economic conditions.
  
      8.   Holding Company Structure.  The Company is a holding company
  which derives substantially all of its operating income from its
  subsidiaries' and joint ventures' ownership interests in the projects owned
  and operated by such entities.  The Company expects that its future
  development efforts will be similarly structured to involve operating
  subsidiaries, joint ventures and partnerships.  The Company must rely upon
  dividends and other payments from its subsidiaries, partnerships and joint
  ventures to generate the funds necessary to meet its obligations, including
  the payment of principal, interest and premium, if any, on its debt
  securities.  Distributions from such entities are restricted under various
  covenants and conditions contained in the financing documents by which they
  are bound and pursuant to which the shares of stock or assets which are
  owned by the Company in such entities is directly or indirectly pledged to
  secure such financings.  The availability of distributions from the
  Company's projects are also subject to the satisfaction of various
  covenants and conditions contained in the applicable project documents and
  applicable shareholder, joint ventures, operating and  partnership
  agreements relating to certain projects.  Furthermore, the Company is
  currently structuring  project documents and project financing arrangements
  containing, and anticipates that future project level financings will
  contain, certain conditions and similar restrictions on the distribution of
  cash flow to the Company.  Any right of the Company to receive any assets
  of any of its subsidiaries or other affiliates upon any liquidation or
  reorganization of the Company will be effectively subordinated to the
  claims of any such subsidiary's or other affiliates' creditors (including
  trade creditors and holders of debt issued by such subsidiary or other
  affiliate).
  
  SIGNATURES
  
  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 thereunto duly authorized.
  
                                   CalEnergy Company, Inc.
  
  Dated:  April 2, 1996      By: /s/ Steven A. McArthur       
                                        Steven A. McArthur
                                        Senior Vice President
                                        and General Counsel