Exhibit 4.1

                Specimen Copy of Form of Common Stock Certificate

    The following is the text of the Company's new specimen
Common Stock Certificate:

COMMON STOCK                                                       COMMON STOCK

INCORPORATED UNDER THE LAWS                                   CUSIP 130190 10 1
  OF THE STATE OF DELAWARE                  SEE REVERSE FOR CERTAIN DEFINITIONS

COMMON STOCK, PAR VALUE $0.0675
                                               This certificate is transferable
                                                    in San Francisco or in     
                                                     the City of New York      

                         CALIFORNIA ENERGY COMPANY, INC.

This certifies that



is the registered owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR
VALUE $0.0675 PER SHARE, OF California Energy Company, Inc.
(the "Corporation"), transferable on the books of the
Corporation by the holder hereof in person or by duly
authorized attorney upon the surrender of this certificate
properly endorsed.  This certificate and the shares
represented hereby are issued and shall be held subject to all
of the provisions of the Certificate of Incorporation and
Bylaws of the Corporation, to all of which the holder of this
certificate assents by acceptance hereof.

    Reference is made to the statements on the reverse hereof
with respect to certain rights represented hereby and
concerning classes and series of the Corporation's shares.

    This certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the
facsimile signatures of the duly authorized officers.

DATED:

    COUNTERSIGNED AND REGISTERED:

          CHEMICAL TRUST COMPANY OF CALIFORNIA
                       TRANSFER AGENT AND REGISTRAR,
BY:

[FRONT]
[BACK]
                         CALIFORNIA ENERGY COMPANY, INC.

This certificate also represents and entitles the holder
hereof to certain rights as set forth in a Rights Agreement
between California Energy Company, Inc. and Chemical Trust
Company of California dated as of December 1, 1988, as amended
(the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a coy of which is on file
at the principal executive offices of California Energy
Company, Inc. in Omaha, Nebraska.  Under certain
circumstances, as set forth in the Rights Agreement, such
Rights will be represented by separate certificates and will
no longer be evidenced by this certificate.  California Energy
Company, Inc. will mail to the holder of this certificate a
copy of the Rights Agreement without charge after receipt of a
written request therefor.  As described in the Rights
Agreement, Rights issued to Acquiring Persons (as defined in
the Rights Agreement) shall be and become null and void.

    California Energy Company, Inc. is authorized to issue two
classes of shares, Common and Preferred, and the Preferred may
be issued in two or more series.  A statement of the rights,
preferences, privileges and restrictions granted to or imposed
upon the respective classes or series of shares and upon the
holders thereof as established by the Certificate of
Incorporation or by any Certificate of Determination of
Preferences, and the number of shares constituting each series
and designations thereof, may be obtained upon written request
and without charge from the aforesaid principal office of the
Corporation.  The Board of Directors of the Corporation has
authority to fix any or all of dividend rights, dividend rate,
conversion rights, voting rights, rights of redemption
(including sinking fund provisions), the redemption price and
liquidation preference of any wholly unissued Preferred Shares
or of any wholly unissued series of Preferred Shares, the
number of shares constituting any unissued series of Preferred
Shares, and the designations of such series.

The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as through
they were written out in full according to applicable laws or
regulations:

    TEN COM     - as tenants in common
    TEN ENT     - as tenants by the entireties
    JT TEN      - as joint tenants with right of survivorship and
not as tenants in common
    UNIF GIFT MIN ACT -            _______ Custodian _______
                             (Cust)                   (Minor)
                             under Uniform Gifts to Minors
                             Act _______________________
                                   (State)

    UNIF TRAN MIN ACT -      _______ Custodian _______
                             (Cust)                   (Minor)
                             under Uniform Transfers to Minors
                             Act _______________________
                                   (State)

    Additional abbreviations may also be used though not in the
above list.


    For Value Received, _______________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE

______________________________

                                                                               
______________________________________________________________
           (please print or typewrite name and address, including zip
code, of assignee)


______________________________________________________________

______________________________________________________________

______________________________________________________________ Shares
of the capital stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint

______________________________________________________________ Attorney
to transfer the said stock on the books of the within named
Corporation and full power of substitution in the premises.

Dated___________________________________________

Signatures(s) Guaranteed:
By
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C RULE
17Ad-15.