Ce Generation 15-15D Suspension of duty to report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION

12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE

REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 333-89521

CE Generation, LLC

(Exact name of registrant as specified in its charter)

302 S. 36^th Street, Suite 400, Omaha, Nebraska 68131

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

7.416% Senior Secured Bonds Due December 15, 2018

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i) ¨	Rule 12h-3(b)(1)(ii) ¨
Rule 12g-4(a)(1)(ii) ¨	Rule l2h-3(b)(2)(i) ¨
Rule l2g-4(a)(2)(i) ¨	Rule l2h-3(b)(2)(ii) ¨
Rule l2g-4(a)(2)(ii) ¨	Rule 15d-6 ¨
Rule 12h-3(b)(1)(i) T

Approximate number of holders of record as of the certification or notice date: One

Pursuant to the requirements of the Securities Exchange Act of 1934 CE Generation, LLC has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: August 12, 2005	By:/s/Mitchell L. Pirnie
	Name: Mitchell L. Pirnie	Title: Vice President and General Counsel