Exhibit 10.34

                       AMENDMENT NO. 1

                           TO THE

                    EMPLOYMENT AGREEMENT

                           BETWEEN

                   CALENERGY COMPANY, INC.

                             AND

                       GREGORY E. ABEL

          This Amendment No. 1 (the "Amendment") to the
Employment Agreement dated August 6, 1996 (the "Employment
Agreement") by and between CalEnergy Company, Inc., a
Delaware corporation (the "Company"), and Gregory E. Abel
(the "Executive"), is entered into as of April 16, 1997.

          WHEREAS, the Company and the Executive are
presently parties to the Employment Agreement; and

          WHEREAS, the Company and the Executive desire to
amend the Employment Agreement as set forth herein;

          NOW, THEREFORE, the Employment Agreement is hereby
amended as follows:

          (1)  By adding the following sentences at the end
of Section 4(c):

               "The Executive shall also be eligible to be
               paid other bonuses for each fiscal year as
               determined by the Chairman of the Board.  The
               Executive's annual incentive merit bonus,
               together with all such other bonuses paid or
               payable for the fiscal year (including any
               amounts for which receipt is otherwise
               deferred pursuant to a plan or arrangement
               with the Company), is referred to herein as
               `Annual Bonus Compensation.'"

          (2)  By adding the following sentence after the
last sentence of Section 6 (a):

               "The preceding sentence notwithstanding, if
               the Executive's resignation occurs upon or
               after a Change in Control, he shall not be
               precluded from accepting employment or
               providing services to Peter Kiewit Sons',
               Inc. or any affiliate thereof."

          (3)  By deleting from the first sentence of
Section 8(b) the language following the parenthetical
"(iii)" and replacing it with the following:

               "commencing one month after the month of his
               Termination Date, 24 monthly payments each
               equal to 1/24 of a sum equal to two times the
               average Annual Bonus Compensation payable to
               the Executive in respect of the two fiscal
               years immediately preceding the year in which
               the Executive's employment with the Company
               terminates (with any such year for which no
               bonus was payable included in such two year
               average as a zero)."

          (4)  By deleting current Section 8(d) and
inserting new Section 8(d), to read as follows:

               "(d) If the employment of the Executive is
               terminated pursuant to subsections (ii) or
               (vi) of Section 7(a), all Performance
               Accelerated Stock Options ("PASOs") held by
               the Executive on the Termination Date will
               become vested and immediately exercisable on
               such Termination Date and shall otherwise
               remain exercisable for their term in
               accordance with the terms thereof."

          (5)  By inserting immediately following Section
8(d) a new Section 8(e) to read as follows:

               "(e)  If the employment of the Executive is
               terminated for any reason after a Change in
               Control, then without further action by the
               Company, the Board or any committee thereof,
               the Executive may exercise any vested stock
               options (including vested PASOs) held by the
               Executive pursuant to existing procedures
               approved by the Stock Option Committee for
               cashless exercise, by surrendering previously
               owned shares, electing to have the Company
               withhold shares otherwise deliverable upon
               exercise of such options, or by providing an
               irrevocable direction to a broker to sell
               shares and deliver all or a portion of the
               proceeds to the Company, in any case in an
               amount equal to the aggregate exercise price
               and any tax withholding obligation attendant
               to the exercise."

          (6)  By inserting immediately following Section 8
a new Section 8A, which shall read in its entirety as
follows:

          "Section 8A.        Certain Additional Payments by
the Company.

               (a)  Anything in this Agreement to the
          contrary notwithstanding, in the event it shall be
          determined that any payment, distribution, waiver
          of Company rights, acceleration of vesting of any
          stock options or restricted stock, or any other
          payment or benefit in the nature of compensation
          to or for the benefit of the Executive, alone or
          in combination (whether such payment,
          distribution, waiver, acceleration or other
          benefit is made pursuant to the terms of this
          Agreement or any other agreement, plan or
          arrangement providing payments or benefits in the
          nature of compensation to or for the benefit of
          the Executive, but determined without regard to
          any additional payments required under this
          Section 8A) (a "Payment") would be subject to the
          excise tax imposed by Section 4999 of the Code (or
          any successor provision) or any interest or
          penalties are incurred by the Executive with
          respect to such excise tax (such excise tax,
          together with any such interest and penalties, are
          hereinafter collectively referred to as the
          "Excise Tax"), then the executive shall be
          entitled to receive an additional payment (a
          "Gross-Up Payment") in an amount such that after
          payment by the Executive of all taxes with respect
          to the Gross-Up Payment (including any interest or
          penalties imposed with respect to such taxes),
          including, without limitation, any income taxes
          (and any interest and penalties imposed with
          respect thereto) and Excise Tax imposed upon the
          Gross-Up Payment, the Executive retains an amount
          of the Gross-Up Payment equal to the Excise Tax
          imposed upon the Payments.

               (b)  Subject to the provisions of Section
          8A(c), all determinations required to be made
          under this Section 8A, including whether and when
          a Gross-Up Payment is required and the amount of
          such Gross-Up Payment and the assumptions to be
          utilized in arriving at such determination, shall
          be made by Deloitte and Touche, LLP, or such other
          nationally recognized accounting firm then
          auditing the accounts of the Company (the
          "Accounting Firm") which shall provide detailed
          supporting calculations both to the Company and
          the Executive within 15 business days of the
          receipt of notice from the Executive that there
          has been a Payment, or such earlier time as is
          requested by the Company.  In the event that the
          Accounting Firm is unwilling or unable to perform
          its obligations pursuant to this Section 8A, the
          Executive shall appoint another nationally
          recognized accounting firm to make the
          determinations required hereunder (which
          accounting firm shall then be referred to
          hereunder as the Accounting Firm).  All fees and
          expenses of the Accounting Firm shall be borne
          solely by the Company.  Any Gross-Up Payment,
          determined pursuant to this Section 8A, shall be
          paid by the Company to the Executive within five
          days of the receipt of the Accounting Firm's
          determination.  Any determination by the
          Accounting Firm shall be binding upon the Company
          and the Executive.  The parties hereto acknowledge
          that, as a result of the potential uncertainty in
          the application of Section 4999 of the Code (or
          any successor provision) at the time of the
          initial determination by the Accounting Firm
          hereunder, it is possible that the Company will
          not have made Gross-Up Payments which should have
          been made consistent with the calculations
          required to be made hereunder (an "Underpayment").
          In the event that the Company exhausts its
          remedies pursuant to Section 8A(c) and the
          Executive thereafter is required to make a payment
          of any Excise Tax, the Accounting Firm shall
          determine the amount of the Underpayment that has
          occurred and any such Underpayment shall be
          promptly paid by the Company to or for the benefit
          of the Executive.

               (c)  The Executive shall notify the Company
          in writing of any claim by the Internal Revenue
          Service that, if successful, would require the
          payment by the Company of the Gross-Up Payment.
          Such notification shall be given as soon as
          practicable but no later than 20 business days
          after the Executive is informed in writing of such
          claim and shall apprise the Company of the nature
          of such claim and the date on which such claim is
          requested to be paid.  The Executive shall not pay
          such claim prior to the expiration of the 30-day
          period following the date on which he gives such
          notice to the Company (or such shorter period
          ending on the date that any payment of taxes with
          respect to such claim is due).  If the Company
          notifies the Executive in writing prior to the
          expiration of such period that it desires to
          contest such claim, the Executive shall:

          (i)  give the Company any information reasonably
               requested by the Company relating to such
               claim,

          (ii) take such action in connection with
               contesting such claim as the Company shall
               reasonably request in writing from time to
               time, including, without limitation,
               accepting legal representation with respect
               to such claim by an attorney reasonably
               selected by the Company,

          (iii) cooperate with the Company in good faith in
               order effectively to contest such claim, and

          (iv) permit the Company to participate in any
               proceedings relating to such claim;

          provided, however, that the Company shall bear and
          pay directly all costs and expenses (including
          additional interest and penalties) incurred in
          connection with such contest and shall indemnify
          and hold the Executive harmless, on an after-tax
          basis, for any Excise Tax or income tax (including
          interest and penalties with respect thereto)
          imposed as a result of such representation and
          payment of costs and expenses.  Without limiting
          the foregoing provisions of this Section 8A(c),
          the Company shall control all proceedings taken in
          connection with such contest and, at its sole
          option, may pursue or forgo any and all
          administrative appeals, proceedings, hearings and
          conferences with the taxing authority in respect
          of such claim and may, at its sole option, either
          direct the Executive to pay the tax claimed and
          sue for a refund or contest the claim in any
          permissible manner, and the Executive agrees to
          prosecute such contest to a determination before
          any administrative tribunal, in a court of initial
          jurisdiction and in one or more appellate courts,
          as the Company shall determine; provided, however,
          that if the Company directs the Executive to pay
          such claim and sue for a refund, the Company shall
          advance the amount of such payment to the
          Executive, on an interest-free basis, and shall
          indemnify and hold the Executive harmless, on an
          after-tax basis, from any Excise Tax or income tax
          (including interest or penalties with respect
          thereto) imposed with respect to such advance or
          with respect to any imputed income with respect to
          such advance; and further provided that any
          extension of the statute of limitations relating
          to payment of taxes for the taxable year of the
          Executive with respect to which such contested
          amount is claimed to be due is limited solely to
          such contested amount.  Furthermore, the Company's
          control of the contest shall be limited to issues
          with respect to which a Gross-Up Payment would be
          payable hereunder and the Executive shall be
          entitled to settle or contest, as the case may be,
          any other issue raised by the Internal Revenue
          Service or any other taxing authority.

               (d)  If, after the receipt by the Executive
          of an amount advanced by the Company pursuant to
          Section 8A(c), the Executive becomes entitled to
          receive any refund with respect to such claim, the
          Executive shall (subject to the Company's
          complying with the requirements of Section 8A(c))
          promptly pay to the Company the amount of such
          refund (together with any interest paid or
          credited thereon after taxes applicable thereto).
          If, after the receipt by the Executive of an
          amount advanced by the Company pursuant to Section
          8A(c), a determination is made that the Executive
          shall not be entitled to any refund with respect
          to such claim and the Company does not notify the
          Executive in writing of its intent to contest such
          denial of refund prior to the expiration of 30
          days after such determination, then such advance
          shall be forgiven and shall not be required to be
          repaid and the amount of such advance shall
          offset, to the extent thereof, the amount of Gross-
          Up Payment required to be paid."


          Except as provided herein and to the extent
necessary to give full effect to the provisions of this
Amendment, the terms of the Employment Agreement shall
remain in full force and effect.

          IN WITNESS WHEREOF, the parties hereto have
entered into this Amendment effective as of April 16, 1997.

                              CALENERGY COMPANY, INC.


                         By: /s/ David L. Sokol
                              Name:     David L. Sokol
                              Title:    Chairman of the
                                        Board


                              EXECUTIVE

                              /s/ Gregory E. Abel
                              Gregory E. Abel