SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

          __________________________________________________________

                                   Form 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                        California Energy Company, Inc.

            (Exact name of registrant as specified in its Charter)


              Delaware                                94-2213782
(State of Incorporation or Organization)   (IRS Employer Identification No.)


   10831 Old Mill Road, Omaha, NE                        68154
(Address of Principal Executive Offices)               (Zip Code)


       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                       Senior Discount Notes due 2004
                    (Title of each class to be registered)


                           The New York Stock Exchange
                            (Name of each exchange
                            on which each class is
                               to be registered)


       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                    None                          
                               (Title of Class)


Item 1.     Description of Registrant's Securities to be Registered

      A description of the Registrant's Senior Discount Notes due 2004 to be
registered hereby is contained on pages 51 through 81, inclusive, of the
Registrant's Registration Statement on Form S-3 (Registration No. 33-52439),
as filed with the Commission on March 1, 1994, as amended by Amendment No. 1
to the Registration Statement, as filed with the Commission on March 4, 1994,
which description is incorporated herein by this reference.  Such description
will be included in a final prospectus to be filed by the Registrant with the
Commission purusant to Rule 424(b) under the Securities Act, which description
is also incorporated herein by this reference.


Item 2.     Exhibits

      1.1   Indenture dated as of _________, 1994 between the Registrant and
            IBJ Schroder Bank and Trust Company (including form of Senior
            Discount Note due 2004), (incorporated by reference as Exhibit 4.1
            to Registrant's Registration Statement on Form S-3 (No. 33-52439)
            as filed with the Commission on March 1, 1994.


                                  SIGNATURES

            Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.

                                    CALIFORNIA ENERGY COMPANY, INC.

Date:  ____________                 By    /s/ Steven A. McArthur
                                          Steven A. McArthur
                                          Senior Vice President and 
                                          General Counsel