SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C.  20549

                            ______________________

                           FORM 10-Q/A - Amendment 2

             Quarterly Report Pursuant to Section 13 or 15(d) of  
                   the Securities Exchange Act of 1934

                             For the quarterly period ended

                                    March 31, 1995  

                               Commission File No. 1-9874

                             CALIFORNIA ENERGY COMPANY, INC.      
           (Exact name of registrant as specified in its charter)

            Delaware                              94-2213782   
(State or other jurisdiction of                (I.R.S. Employer 
incorporation or organization)                Identification No.)

302 South 36th Street, Suite 400, Omaha, NE          68131       
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code   (402) 341-4500



Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

       Yes    X                                       No        

           
Former name, former address and former fiscal year, if changed
since last report.           N/A           

49,934,321 shares of Common Stock, $0.0675 par value were
outstanding as of March 31, 1995.




This Amendment replaces the signatures page which contained
an incorrect date.









                                       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.



                           CALIFORNIA ENERGY COMPANY, INC.

                           /s/    John G. Sylvia
Date: May 15, 1995
                           John G. Sylvia
                           Senior Vice President and 
                           Chief Financial Officer


                           /s/    Gregory E. Abel     
                                                                  
                           Gregory E. Abel
                           Vice President, Controller and
                           Chief Accounting Officer