Exhibit 3.5
                  CERTIFICATE OF AMENDMENT
                           TO THE
                CERTIFICATE OF INCORPORATION
                             OF
                   CALENERGY COMPANY, INC.
                              
                              
     CALENERGY COMPANY, INC., a Delaware corporation (the
"Company"), HEREBY CERTIFIES AS FOLLOWS:

     FIRST:  The name of the Company is CalEnergy Company,
Inc.  The date of the filing of the Company's most recent
Certificate of Amendment to the Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware was February 23, 1995; provided, however, that such
Restated Certificate of Incorporation was further amended by
a Certificate of Ownership and Merger dated March 22, 1996,
which amended the Company's name.

     SECOND:  That the following resolution was approved and
adopted by the Board of Directors of the Company.

     THIRD:  That the following resolution was approved and
adopted pursuant to authorization by the stockholders of the
Company at the annual meeting of the Company's stockholders
duly called and held on May 15, 1997:

     RESOLVED:  That paragraph A of Article Fourth of the
     Company's Restated Certificate of Incorporation be
     deleted in its entirety and the following be and hereby
     is inserted in lieu thereof:

          FOURTH:   A.   The Corporation is authorized to
     issue two classes of shares of stock, to be designated
     respectively as Preferred Stock shares and as Common
     Stock shares.  The total number of shares of all
     classes of stock which the Corporation shall have
     authority to issue is One Hundred Eighty Two Million
     (182,000,000) shares, and the aggregate par value of
     all shares that are to have a par value is Twelve
     Million One Hundred Fifty Thousand Dollars
     ($12,150,000).  The number of Preferred Stock shares is
     Two Million (2,000,000) shares, each without par value.
     The number of Common Stock shares that are to have a
     par value is One Hundred Eighty Million (180,000,000),
     and each such Common Stock share is to have a par value
     of Six and Seventy-Five One Hundredths Cents ($0.0675)
     per share.

     FOURTH:  That said amendment herein certified was duly
adopted in accordance with Section 242 of the General
Corporation Law of the State of Delaware.

     The effective time of the amendment herein certified
shall be immediately upon filing.

     IN WITNESS WHEREOF, CALENERGY COMPANY, INC. has caused
this Certificate to be executed and attested by the
undersigned, this 19th day of May, 1997.

                         CALENERGY COMPANY, INC.


                         By:  /s/  Steven A. McArthur
                         Name:     Steven A. McArthur
                         Title:    Secretary

ATTEST:


By:  /s/  Douglas L. Anderson
Name:     Douglas L. Anderson
Title:    Assistant Secretary