SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM 8-A

        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (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)            (I.R.S. Employer Identification No.)

     302 SOUTH 36TH STREET, SUITE 400, OMAHA, NEBRASKA 68131
                         (402) 341-4500
     (Address of principal executive offices, including zip code)

    Securities to be registered pursuant to Section 12(b) of the Act:

   Title of each class            Name of each exchange on which
   to be so registered            each class is to be registered

__% LIMITED RECOURSE SENIOR            NEW YORK STOCK EXCHANGE
  SECURED NOTES DUE 2003


      If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box.[  ]

      If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box.[X]


       Securities to be registered pursuant to Section 12(g) of the Act:

                                     NONE



         

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

          A description of the Registrant's   % Limited Recourse Senior
          Secured Notes Due 2003 to be registered hereby is contained on pages
          46 through 80 set forth in the section captioned "Description of the
          Notes" in the Registrant's Registration Statement on Form S-3
          (Registration No. 33-59401), filed with the Securities and Exchange
          Commission (the "Commission") on May 17, 1995, as amended by
          Amendment No. 1 thereto, filed with the Commission on June 23, 1995,
          as amended by Amendment No. 2 thereto, filed with the Commission on
          July 14, 1995 (as so amended, the "Registration Statement"), which
          description is incorporated herein by reference.  Such description
          will be included in a final prospectus to be filed by the Registrant
          with the Commission pursuant to Rule 424(b) under the Securities
          Act, which description is also incorporated herein by reference.


ITEM 2.  EXHIBITS.

     1.1  Indenture, dated as of July __, 1995, between the Registrant and The
          Bank of New York, as trustee (including form of   % Limited Recourse
          Senior Secured Note Due 2003) (incorporated by reference from
          Exhibit 4.1 to the Registration Statement).



         


                            SIGNATURE

     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.


                                           By:   /s/ Steven A. McArthur
                                                ----------------------------
                                                 Name:  Steven A. McArthur
                                                 Title: Senior Vice President

Date: July 14, 1995